We are AGIZO TECH PTY LTD, “Agizo”, [“us, “we”], a company limited and registered in Kenya, having a registered address at Bihi Towers 8th Floor Suite 2 Along Moi Avenue, Nairobi to enable vendors to keep tabs on the revenue generated by their business during a certain period, monitor upcoming appointments, monitor new client intake, client schedules, staff revenue, staff attendance rates, sell products, view returning customer rates,, and more through our business management platform software as a service [hereinafter ‘Services’]. There is no need to install any software to use our Services, you may access the business management platform from your browser.

By accessing our Website and Services you acknowledge and accept the following terms and conditions. If you disagree, we kindly ask you to leave this Website immediately. Please take time to review our Privacy Policy, found here. Note, these terms and conditions are open to amendment, and we reserve the right to alter and or delete these as appropriate and without notice. You must be at least 18 years of age to create an Account and use the Website.

Access

1. Please note that you take full responsibility for your participation on our Website/ Services. You will be asked to register and/or select a Username and password before creating your own online merchant profile. All registration information you submit to create an account must be accurate and kept up to date. Your failure to do so will constitute a breach of these terms, which may result in immediate termination of your account. You may not:

(i) select or use as a Username a name of another person with the intent to impersonate that person; or

(ii) use as a Username a name subject to any rights of another person without appropriate authorisation.

We reserve the right to verify any document, information or representation made by you in processing your application/membership. We reserve the right to refuse registration of, or cancel, a Username, in our sole discretion. If we cancel your registration, you agree that you will not create another one or otherwise try to access our service(s) without our permission. You agree not to sell, transfer, or assign your login/registration or any registration rights. It is your responsibility to notify us of any changes in such information, including but not limited to your contact information. Terms Of Use

2. You are responsible for maintaining the confidentiality of your password and are responsible for all use of your account. It is therefore critical that you do not share your password with anyone. You agree not to use the account, Username, email address or password of another member or subscriber at any time and not to allow any other person to use your account. Your account is not transferable. You agree to notify us immediately if you suspect any unauthorised use of, or access to, your account or password.

3. Access to this Website and or our Services is also conditional that:

i. You accept all terms herein unequivocally.

ii. By engaging with us for a service you are confirming to us that you have reached the age of 18 years.

iii. You accept access may be withdrawn at any time without reason.

iv. You acknowledge that by using this Website and or our Services, you accept that we can show you adverts from our affiliates.

v. You accept that we are not responsible for the security of data provided or transmitted to you via any correspondence or our Website.

vi. You accept access to our Website/Services may be restricted and or be unavailable.

vii. You acknowledge and accept our Website/Services may contain links to other Websites. and we have no control regarding the contents and or access to these sites.

viii. You accept that we are not responsible for any content published by any other user (unless notified thereof).

ix. You acknowledge we may need to update these Terms from time to time to accurately reflect our/your Services and obligations. It is your (the user’s) responsibility to stay up to date on Terms.

x. You accept these Terms do not confer any third-party beneficiary rights.

xi. Your merchant account cannot be used for illegality.

xii. You may create loyalty and reward programs to increase customer retention, subject to relevant consumer legislation.

xiii. You accept that to create a Member Account, Agizo may conduct certain checks and require a User to provide information relevant to any mandatory criteria relevant to the Services to be provided. You agree to provide us with such information or documentation as reasonably requested to do so and authorise Agizo to conduct any such verification checks.

Engagement

4. Agizo is a platform that allows you to connect with customers through your online merchant platform. Agizo provides a platform only and does not engage or employ customers or customer service representatives on your behalf. When you trade with a customer, we are not a party to that contract. You enter into this Agreement on the basis that you are an independent company/contractor. We do not employ you or any other person associated with your business. Agizo does not market your Services as a person employed or engaged by Agizo. Nothing in this Agreement or your use of the Website and/or Services is intended to give rise to any such relationship, or any relationship of partnership or joint venture.

5. You acknowledge and agree that Agizo acts only as an intermediary facilitating the provision of selected business transactions and that Agizo has no control over and is not responsible for any acts or omissions of any Users on or off Agizo’s Website and/or Services and/or App.

6. When you access our Website and/or Services, you may obtain access to content posted by other Users or third parties. You agree and acknowledge that Agizo provides a platform only, that acts as a forum for venue for online distribution/sales and publication of content, and Agizo does not verify content nor makes any warranties or representations (either express or implied) whatsoever in relation to content, its accuracy, completeness, quality, currency or otherwise, and is not responsible for any content including content posted by others that may include Prohibited Content. Agizo may, but is not obliged to, take any action it considers (in its sole and absolute discretion) appropriate with respect to content that it considers is Prohibited Content, may create liability for Agizo, harm our business operation or reputation, or cause us to lose the Services of its suppliers.

Payments / Fees

7. We offer paid membership Services through our Website. You acknowledge and accept that by accessing any such paid service that any ancillary terms to that purchase bind you to the terms and conditions already set out here. You acknowledge and agree that when sign up for Agizo’s Services, payments may be processed by third party providers. We are not responsible for any handling fee charged by any third-party provider(s). You agree to hold us harmless for any loss incurred through any third-party processed transactions and or information sharing.

8. Agizo reserves the right, at any time, to amend its fees and/or billing methods as notified on the Website and or by email. Fees are by way of subscriptions (monthly, bi-annually, and annual memberships) and percentage fees as set out in your initial Agreement. Subscriptions are non-refundable. We accept Mobile Money, Credit/Debit Card payments and Cash.

9. You agree and acknowledge that Agizo is not responsible for and will not reimburse any fees incurred by you from your bank or other financial institution, including without limitation overdraft charges, insufficient funds charges, interest charges, or finance charges, which may have occurred because of charges debited or withdrawn by Agizo. If your existing nominated bank account or credit card is cancelled, suspended or is otherwise not usable, you must immediately provide us with details for an alternative nominated bank account or credit card which can be used to meet your obligations under these Terms.

10. We facilitate the use of M-PESA, Cash and Card payment.

Suspension / Termination

11. We value all our Users, but we must reserve the right to suspend access to any User where a User infringes our intellectual property rights; attempts to bypass our security measures; engages in threatening, abusive, or insulting behaviour; provides fraudulent information; or repeatedly violates these Terms.

12. You acknowledge and agree that we may modify, suspend or discontinue (for a reasonable period of time) access to our Website and/or Services, if it is reasonably necessary for us to carry out any maintenance, updates or business operations; and/or modify, limit, suspend or terminate your Account if you breach term 10,11, above.

13. You may cancel your account by providing 30-days’ notice. If you subscribed to a plan that offers a free trial, you may cancel any time before the end of the trial period without incurring any cost. If you cancel your membership after the trial period ends, you will be charged for, and retain access to membership platform until the end of, your current billing cycle. If you did not sign up for membership with a free trial, you are able to cancel your membership at any time, but you will be charged for, and retain access to membership content until the end of, your current billing cycle. Please note that if you cancel your membership after a billing cycle is over, you will not receive a refund for that period. All accounts become inactive following 90-days of inactivity by Users.

Intellectual Property

14. Except as provided or as explicitly allowed by us, you may not copy, mirror, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or link, make available, or otherwise use any of our content.

15. You acknowledge and accept that all intellectual property rights (‘IPR’) vested in the content of our Website and software, including but not limited to our platform, functions, source-code, logos, brand names, text, images, and overall look belong to us. Nothing herein extends any form of IPR, licence, or permission to copy, publish, manipulate, reproduce, distribute, or otherwise use in any format, our own content without our express written permission or as express/implied within your Agizo User licence.

16. We shall not be subject to any obligations of confidentiality or privacy regarding submitted information except as specifically agreed or required by law.

17. By using the Website and Services, you grant us an unrestricted, worldwide, royalty-free, sub-licensable licence to use, reproduce, publish, communicate to the public, modify, and adapt any feedback posted on the Website for the purpose of publishing that User Feedback on the Website and as otherwise permitted by this Agreement.

18. We respect the intellectual property of others and require that our Users do the same. We reserve the right to remove or disable access to any transmission of content that infringes the copyright/trademark of any person/business under the laws of Kenya upon receipt of a notice pursuant to the Copyright Act 2001 and or the Trademark Act, or any legislation applicable to any jurisdiction we operate in.

Liability

19. While we aim to ensure accuracy and workability, any material within our Website or part of our Services exist without any guarantee or warranty that it is accurate and or without fault. We shall not be liable for any reliance, implied conditions, warranties, or terms and or be liable for any damages for direct, indirect, consequential, special, or incidental damages or loss arising out of or related to the use of our Website / Services, or the inability to use our Services, irrespective of foreseeability. Further, you acknowledge and accept we disclaim liability for information provided to us and passed on to you/third parties.

20. Our Website and all Services are provided on an “as is” and “as available” basis, and (to the extent permitted by law or as otherwise provided in these Terms) without any warranty or representation of any kind either express or implied; you assume all responsibility in connection with orders; customers; retention of information; and third-parties; and no advice or information, whether oral or written, obtained by you from us through our Website, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms..

21. You hereby waive any claim arising out of your use of our Website and Services. You agree to hold us harmless for any damage or loss caused by any viruses or other technologically harmful material that may infiltrate your computer programs, data, computer equipment, or other proprietary material due to your use of our platform, Services, or software or by your downloading of any material herein or on any externally linked Website.

22. You agree to indemnify and hold us, our affiliates, subcontractors and other partners, and their respective officers, agents, partners, and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable legal fees, made by any third party due to or arising out of or in connection with your usage / interaction with our Website/Services.

23. We cannot be held liable for a loss of functionality of any of our Services. By accessing our Services, you hereby accept that we disclaim the fraudulent use by any third parties of Services that may incur loss on any User.

24. Nothing in these Terms limits any right or obligation that you may have under the Kenyan Consumer Law, including any consumer guarantee or right to refund, or any other right under any law, to the extent that it cannot lawfully be excluded or limited.

No Waiver

25. No failure or delay by us in exercising any right, power, or privilege shall operate as a waiver, nor shall any single or partial exercise of a right preclude us from any other or further exercise of any right, power, or privilege we are entitled to.

Force Majecure

26. We shall not be in default of any obligation if the failure to perform the obligation is due to any event beyond our control, including, without limitation to, any failure of a portion of the power grid, failure of the Internet, any natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorist activity, or other events for which precautions are not generally taken in the industry and not reasonably foreseeable.

Governing Law

27. These Terms and the relationship between you and Agizo, will be governed by the laws of Kenya. The parties agree to the non-exclusive jurisdiction of the courts of Kenya.

28. We may report to the appropriate authorities any conduct by a User that we believe violates applicable law and provide any information in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action.