In these Terms, unless the context otherwise requires:
1.1 “Agreement” means these Terms of Service together with any order form, subscription plan, pricing schedule, and any policies expressly incorporated by reference.
1.2 “Customer Data” means all data, information, and content, including Personal Data, that the Customer or its Authorised Users submit to, store in, or process through the Service.
1.3 “Authorised User” means an employee, agent, or representative of the Customer whom the Customer permits to access and use the Service on its behalf.
1.4 “Personal Data” has the meaning assigned to it under the Data Protection Act, 2019 of the Laws of Kenya.
1.5 “Subscription Term” means the period for which the Customer has subscribed to the Service, as set out in the applicable subscription plan.
1.6 “Fees” means the subscription charges and any other amounts payable by the Customer for the Service.
1.7 “Intellectual Property Rights” means all copyrights, patents, trademarks, trade secrets, database rights, source code, and all other proprietary rights, whether registered or unregistered.
2.1 Subject to the Customer’s compliance with this Agreement and payment of the applicable Fees, Cowrietech grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business operations during the Subscription Term.
2.2 The Service is provided on a software-as-a-service basis. The Customer acknowledges that it is purchasing a subscription to access hosted software, and not the purchase, licence, or transfer of any software, source code, or underlying technology.
2.3 Cowrietech may, from time to time, update, enhance, modify, or discontinue features of the Service in order to improve it, provided that such changes do not materially reduce the core functionality the Customer has subscribed to.
2.4 The Customer is responsible for procuring and maintaining the internet connectivity, devices, and equipment necessary to access the Service.
3.1 To use the Service, the Customer must register an account and provide accurate, current, and complete information. The Customer is responsible for keeping this information up to date.
3.2 The Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. The Customer must notify Cowrietech immediately of any unauthorised access or suspected breach of security.
3.3 The Customer is responsible for ensuring that its Authorised Users comply with this Agreement, and the Customer remains liable for the acts and omissions of its Authorised Users.
4.1 The Customer shall pay the Fees applicable to its chosen subscription plan. Fees are quoted in Kenya Shillings (KES) unless otherwise stated, and are exclusive of any applicable taxes, levies, or duties unless expressly stated to be inclusive.
4.2 Subscription Fees are payable in advance on a monthly, quarterly, or annual basis as set out in the applicable plan. Payment may be made through M-Pesa, bank transfer, or such other methods as Cowrietech may make available.
4.3 Where payment is not received by the due date, Cowrietech reserves the right to suspend or restrict access to the Service until payment is made, and to charge interest on overdue amounts at a rate of two percent (2%) per month or part thereof.
4.4 Cowrietech may revise its Fees from time to time. Any change to recurring subscription Fees shall be communicated to the Customer in writing not less than thirty (30) days before the change takes effect, and shall apply from the start of the next billing cycle.
4.5 Except as expressly stated in this Agreement or required by law, all Fees are non-refundable. Subscription downgrades or cancellations take effect from the end of the current billing cycle and do not entitle the Customer to a refund of Fees already paid.
5.1 As between the parties, the Customer retains all right, title, and interest in and to the Customer Data. The Customer grants Cowrietech a limited right to host, process, and transmit the Customer Data solely as necessary to provide the Service.
5.2 Where Cowrietech processes Personal Data on behalf of the Customer through the Service, the Customer is the data controller and Cowrietech acts as a data processor within the meaning of the Data Protection Act, 2019. Cowrietech shall process such Personal Data only on the documented instructions of the Customer and for the purpose of providing the Service.
5.3 Cowrietech is registered with the Office of the Data Protection Commissioner and shall implement appropriate technical and organisational measures to protect Customer Data against unauthorised access, loss, destruction, or disclosure, consistent with its security controls and the requirements of the Data Protection Act, 2019.
5.4 The Customer warrants that it has obtained all necessary consents and has a lawful basis to collect and process the Personal Data it submits to the Service, and that its use of the Service complies with all applicable data protection laws.
5.5 In the event of a personal data breach affecting Customer Data, Cowrietech shall notify the Customer without undue delay and shall cooperate with the Customer in meeting any notification obligations under the Data Protection Act, 2019.
5.6 Cowrietech shall not sell, rent, or trade Customer Data, and shall not use Customer Data for any purpose other than providing and improving the Service, except as required by law. See also our Privacy Policy.
The Customer shall not, and shall ensure that its Authorised Users do not:
6.1 Cowrietech reserves the right to suspend or terminate access to the Service where it reasonably believes the Customer is in breach of this clause.
7.1 All Intellectual Property Rights in and to the Service, including the SingularERP software, source code, design, architecture, documentation, and the SingularERP and Cowrietech brands, are and shall remain the exclusive property of Cowrietech Limited. Nothing in this Agreement transfers any such rights to the Customer.
7.2 The Customer is granted only the limited right to use the Service as set out in clause 2. No source code, development environment, or underlying technology is provided or licensed to the Customer under this Agreement.
7.3 Any feedback, suggestions, or improvement ideas provided by the Customer may be used by Cowrietech without restriction and without any obligation to the Customer.
7.4 The provisions of this clause shall survive the termination or expiry of this Agreement indefinitely.
8.1 Cowrietech shall use commercially reasonable efforts to make the Service available on a substantially continuous basis. The Customer acknowledges that the Service may be temporarily unavailable due to scheduled maintenance, updates, or factors beyond Cowrietech’s reasonable control.
8.2 Cowrietech shall provide customer support through the channels published on its website. Support is provided during normal business hours unless a separate support agreement provides otherwise.
8.3 The Service is hosted on third-party cloud infrastructure. While Cowrietech takes reasonable measures to ensure the security and reliability of this infrastructure, it does not warrant uninterrupted or error-free operation.
9.1 Each party warrants that it has the legal capacity and authority to enter into this Agreement.
9.2 Except as expressly set out in this Agreement, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, Cowrietech disclaims all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.3 Cowrietech does not warrant that the Service will meet all of the Customer’s requirements, or that its operation will be wholly uninterrupted or free of all errors.
9.4 The Customer is solely responsible for the accuracy and legality of the Customer Data and for the results obtained from its use of the Service, including any financial, tax, payroll, or statutory filings generated using the Service.
10.1 Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.
10.2 Subject to clause 10.1, Cowrietech shall not be liable to the Customer for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, business, goodwill, anticipated savings, or data, however arising, even if advised of the possibility of such loss.
10.3 Subject to clause 10.1, the total aggregate liability of Cowrietech arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total Fees paid by the Customer for the Service in the twelve (12) months immediately preceding the event giving rise to the liability.
10.4 The Customer is responsible for maintaining its own copies of critical Customer Data where reasonably practicable. Cowrietech’s liability for any loss or corruption of Customer Data is limited to using reasonable efforts to restore the data from its most recent available backup.
11.1 The Customer shall indemnify and hold Cowrietech harmless against any claims, losses, liabilities, and reasonable costs arising out of the Customer’s breach of this Agreement, the Customer’s unlawful use of the Service, or any claim that the Customer Data infringes the rights of a third party or violates any applicable law.
12.1 This Agreement commences when the Customer first accepts these Terms or first uses the Service, and continues for so long as the Customer maintains an active subscription.
12.2 Either party may terminate this Agreement by giving thirty (30) days’ written notice. The Customer may cancel its subscription at any time, with effect from the end of the current billing cycle.
12.3 Cowrietech may suspend or terminate the Service with immediate effect if the Customer materially breaches this Agreement (including non-payment) and fails to remedy the breach within fourteen (14) days of written notice, or where required by law.
12.4 Upon termination, the Customer’s right to access the Service ceases. Cowrietech shall, on the Customer’s written request made within thirty (30) days of termination, make the Customer Data available for export in a standard format (such as CSV or Excel). After this period, Cowrietech may delete the Customer Data in the ordinary course, subject to any legal retention obligations.
12.5 Termination does not relieve the Customer of its obligation to pay any Fees accrued up to the date of termination. Clauses relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnity, and Governing Law survive termination.
13.1 Each party may have access to confidential information of the other. Each party shall keep the other’s confidential information secret, use it only for the purposes of this Agreement, and not disclose it to any third party except as required by law or to its personnel and advisers on a need-to-know basis.
13.2 This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed.
14.1 Changes to Terms. Cowrietech may amend these Terms from time to time. Material changes will be notified to the Customer through the Service or by email not less than thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.
14.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior arrangements, whether written or oral, relating to its subject matter.
14.3 Assignment. The Customer may not assign or transfer this Agreement without Cowrietech’s prior written consent. Cowrietech may assign this Agreement to a successor in connection with a merger, acquisition, or sale of assets.
14.4 Force Majeure. Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, power or internet failures, governmental action, or third-party infrastructure failures.
14.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.6 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
14.7 Notices. Notices under this Agreement shall be in writing and sent to the addresses or email addresses of the parties as published or registered with the Service.
15.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
15.2 The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement amicably through good-faith negotiation. Where a dispute cannot be resolved within thirty (30) days, it shall be referred to mediation, and failing settlement, to the courts of Kenya, which shall have exclusive jurisdiction, save that either party may seek urgent injunctive relief in any court of competent jurisdiction.
Questions about these Terms of Service may be directed to:
Cowrietech Limited
Jahazi, Lavington, Nairobi
P.O. Box 49484-00100 GPO, Nairobi, Kenya
Email: support@cowrietech.com · Web: www.singularerp.com
By registering for or using the Service, the Customer acknowledges that it has read, understood, and agreed to be bound by these Terms of Service.