Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Pixa SACCO and its affiliates (collectively, "Pixa SACCO", "we", "us", or "our") governing access to and use of our websites, web applications, APIs, documentation, and related services (collectively, the "Services").

By creating an account, clicking an acceptance button, registering your organization, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, cooperative, microfinance institution, or other legal entity ("Organization"), you represent and warrant that you have authority to bind that Organization, and "you" refers to both you individually and the Organization.

If you do not agree to these Terms, you must not access or use the Services. Where you have also executed a separate order form, subscription agreement, or data processing addendum ("Order" or "Agreement") with us, that document governs commercial terms (fees, term, service levels) to the extent it expressly conflicts with these Terms; otherwise these Terms apply together with such Agreement as a single contractual framework.

Our Privacy Policy describes how we handle personal information and is incorporated by reference where applicable.

2. Definitions

• "Customer" means the Organization that orders or uses the Services, including its administrators, staff, and authorized users.
• "Customer Data" means all data, content, files, and information that Customer or its users submit to, store in, or transmit through the Services, including personal data about members, employees, and third parties.
• "User" means an individual who is granted access to the Services under Customer's account (for example administrators, loan officers, auditors, or member portal users).

3. Eligibility and authority

You must be at least the age of legal majority in your jurisdiction and capable of forming a binding contract to use the Services. You represent that you are not barred from receiving the Services under the laws of your country, including export control and sanctions laws referenced in Section 16.

Customer is solely responsible for ensuring that its use of the Services complies with cooperative law, microfinance regulation, banking or payment rules, employment law, and any licensing or registration requirements applicable to Customer in each jurisdiction where it operates. The Services are a software tool; Customer remains responsible for its own regulatory status and for the legality of its lending, savings, and governance practices.

4. Accounts, credentials, and security

You must provide accurate, current, and complete registration information and keep it updated. You are responsible for all activity that occurs under your credentials, whether or not authorized, until you notify us of a compromise and we have had a reasonable opportunity to assist in securing the account.

You must maintain the confidentiality of passwords and multi-factor authentication devices. You may not share accounts among individuals except where your internal policies explicitly permit role-based shared mailboxes and we provide features supporting that model. Customer must promptly deactivate accounts for personnel who leave or change roles.

We may require password resets, session re-authentication, or additional verification when we detect anomalies or as required by security best practices.

5. The services; changes and availability

The Services provide cloud-based software for managing SACCO and related operations, which may include modules for members, savings, loans, share capital, expenses, dividends, reporting, user administration, and related features, as offered in your plan or environment.

5.1 Modifications

We may modify, add, or remove features from the Services to improve security, performance, or usability, to comply with law, or to reflect product evolution. We will endeavor to avoid material adverse changes without reasonable notice where practicable; non-material changes (such as UI refinements) may be made without prior notice. If a change materially reduces core functionality covered by a paid subscription, your exclusive remedies are those stated in your Agreement or, if none, termination rights described in Section 15.

5.2 Availability

We strive for high availability but do not guarantee uninterrupted or error-free operation. Scheduled maintenance, emergency patching, internet outages, third-party provider failures, or force majeure events may cause downtime. Specific uptime commitments, if any, are set out only in a written SLA attached to your Agreement.

5.3 Beta and preview features

We may offer optional beta or preview features. Such features are provided "as is" without warranty of any kind, may be withdrawn at any time, and must not be relied upon for production-critical compliance reporting unless we expressly designate them as generally available.

6. Customer data and your responsibilities

As between you and Pixa SACCO, Customer retains all rights, title, and interest in and to Customer Data. Customer grants us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and back up Customer Data solely to provide, secure, and improve the Services and as otherwise instructed by Customer or permitted under these Terms and the Privacy Policy.

6.1 Lawful basis and notices

Customer is responsible for obtaining and documenting all consents, authorizations, and lawful bases required to collect, upload, and process Customer Data about members, staff, and third parties. Customer must provide legally adequate privacy notices to data subjects where required and must not submit special categories of personal data (such as health data) into fields not intended for that purpose unless legally justified and technically supported.

6.2 Accuracy and backups

Customer is responsible for the accuracy, quality, and legality of Customer Data and for maintaining appropriate business records and backups according to its regulatory obligations. While we perform infrastructure backups, Customer should not treat the Services as its sole archive for records it is legally required to retain independently.

6.3 Restricted information

Customer must not upload malware, unlawful content, or data that infringes third-party intellectual property or privacy rights. Customer must not use the Services to store payment card primary account numbers in plain text in fields not certified for that use, or to process data in violation of export or sanctions rules.

7. Acceptable use

You agree not to, and not to permit any User to:

• Use the Services in any manner that violates applicable local, national, or international law or regulation, including anti-money laundering, terrorist financing, consumer credit, or usury laws.
• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services (including probing, scanning, or testing vulnerability without our prior written consent).
• Circumvent or disable any security feature, access control, rate limit, or usage metering; or access the Services through automated means (such as scraping or bulk harvesting) except via documented APIs we expressly permit.
• Reverse engineer, decompile, or disassemble the Services except to the limited extent expressly permitted by mandatory applicable law.
• Use the Services to transmit unsolicited bulk commercial email ("spam"), chain letters, or deceptive or fraudulent communications.
• Use the Services to harass, abuse, defame, or discriminate against individuals or groups; or to process data in a manner inconsistent with fair lending or cooperative principles where applicable.
• Resell, sublicense, or time-share the Services to third parties outside Customer's Organization except as expressly permitted in writing.
• Use the Services in any way that could damage, disable, overburden, or impair our infrastructure or interfere with any other party's use of the Services.

We may investigate violations and cooperate with law enforcement. We may remove or disable access to Customer Data that we reasonably believe violates these Terms or exposes us or others to liability.

8. Fees, trials, taxes, and payment

If you subscribe to a paid plan, you agree to pay all fees specified in your Order or checkout flow. Fees are typically billed in advance on a recurring basis (for example monthly or annually) unless otherwise stated. Free trials, if offered, convert to paid subscriptions at the end of the trial period only if you have provided valid payment details and have not cancelled before conversion, as disclosed at signup.

Fees are exclusive of applicable taxes unless stated otherwise. You are responsible for any sales, use, value-added, withholding, or similar taxes (other than taxes on our net income). If you are tax-exempt, you must provide a valid exemption certificate before we can waive collection where permitted.

Late payments may accrue interest or result in suspension of the Services as described in your Agreement. If no Agreement specifies interest, we may charge a reasonable late fee or suspend access after written notice and a cure period where required by law.

Except where mandatory law provides otherwise, fees are non-refundable once the subscription period has begun; any refund policy in your Order prevails over this sentence.

9. Intellectual property rights

Pixa SACCO and its licensors own all right, title, and interest in and to the Services, including software, user interfaces, documentation, trademarks, logos, and aggregate or de-identified analytics derived from use of the Services that does not identify Customer or individuals.

Subject to these Terms, we grant Customer a limited, non-exclusive, non-transferable (except as permitted in Section 18), revocable license during the subscription term for Users to access and use the Services solely for Customer's internal business purposes in accordance with documentation and applicable plan limits.

Customer may not copy our marketing materials or screenshots for competitive benchmarking publications without prior written consent. Feedback you provide about the Services may be used by us without obligation or compensation to you.

10. Confidentiality

Each party may receive non-public information from the other that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use the same degree of care it uses to protect its own similar information, but not less than reasonable care, and will not disclose Confidential Information to any third party except to subprocessors bound by confidentiality obligations or as required by law (with notice to the disclosing party where legally permitted).

Confidential Information does not include information that is public through no fault of the receiving party, was already known without restriction, was independently developed, or was rightfully received from a third party. Customer Data is subject to the Privacy Policy in addition to this Section.

11. Third-party services and integrations

The Services may interoperate with or link to third-party applications, identity providers, payment gateways, SMS gateways, or data sources ("Third-Party Services"). Third-Party Services are not under our control and are governed solely by their own terms and privacy policies. We are not responsible for Third-Party Services or for any data loss, fees, or disputes arising from Customer's use of them.

If Customer enables an integration, Customer authorizes us to exchange Customer Data with the Third-Party Service as needed for that integration. Customer must ensure it has rights to share such data.

12. Disclaimers; no professional or regulatory advice

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

We do not warrant that the Services will meet Customer's regulatory reporting requirements in every jurisdiction, that calculations (including interest, penalties, or dividends) match local law without Customer configuration and verification, or that the Services are free of defects. Customer is responsible for reconciling system outputs with statutory accounting and for obtaining accounting, legal, and compliance advice from qualified professionals.

Any sample policies, help text, or templates within the Services are illustrative only and do not constitute legal, tax, or investment advice.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PIXA SACCO OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Subject to the paragraph below, our aggregate liability for all claims arising out of or related to these Terms or the Services in any twelve-month period will not exceed the greater of (a) the amount Customer paid us for the Services in that twelve-month period, or (b) one hundred United States dollars (USD 100) if Customer used only free offerings.

Some jurisdictions do not allow certain limitations of liability; in those cases, our liability will be limited to the fullest extent permitted by law. Nothing in these Terms excludes or limits liability for death or personal injury caused by our gross negligence or willful misconduct, fraud, or any other liability that cannot be excluded by mandatory law.

14. Indemnification

Customer will defend, indemnify, and hold harmless Pixa SACCO and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer Data or Customer's use of the Services in violation of these Terms or applicable law; (b) Customer's lending, savings, or member relationships; (c) disputes between Customer and its members or employees; or (d) infringement or misappropriation of third-party rights by Customer Data or by Customer's combination of Customer Data with non-Pixa applications.

We will promptly notify Customer of any claim for which we seek indemnity, cooperate in the defense at Customer's expense, and allow Customer to control the defense and settlement, provided that Customer may not settle any claim in a manner that imposes a non-monetary obligation on us or admits fault by us without our prior written consent.

15. Suspension and termination

We may suspend access to the Services immediately if we reasonably believe Customer or a User has violated these Terms, poses a security risk, engages in fraudulent activity, or if required by law or court order. We will provide notice of suspension where practicable and lawful, and work with Customer to resolve the issue where appropriate.

Either party may terminate these Terms as set forth in the Agreement or, if there is no Agreement, either party may terminate on written notice. Upon expiration or termination, Customer's right to access the Services ceases. We will make Customer Data available for export for a period stated in the Agreement or, if none, a reasonable period (typically thirty (30) days), after which we may delete Customer Data in accordance with our retention practices and the Privacy Policy.

Sections intended to survive (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and general provisions) will survive termination.

16. Export controls and sanctions

The Services may be subject to export control and economic sanctions laws of various countries, including the United States, the European Union, and the United Kingdom. Customer represents that it is not located in, under the control of, or a national or resident of any country or entity embargoed or sanctioned by applicable law, and that it will not use or export the Services in violation of those laws.

17. Governing law and disputes

Unless your Agreement specifies a different governing law and venue, these Terms are governed by the laws of the jurisdiction identified in your Order or, in the absence of such designation, by the laws applicable to the contracting Pixa SACCO entity without regard to conflict-of-law principles. The courts located in that same jurisdiction will have exclusive jurisdiction over disputes arising from these Terms, subject to any mandatory consumer protections in your country of residence that cannot be waived by contract.

If your Agreement includes arbitration or mediation provisions, those provisions control for the disputes they cover.

18. General provisions

• Entire agreement: These Terms, together with the Privacy Policy and any Agreement, constitute the entire agreement between the parties regarding the subject matter and supersede prior oral or written understandings.
• Assignment: Customer may not assign these Terms without our prior written consent except in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets, where the assignee agrees in writing to be bound. We may assign these Terms in connection with a corporate transaction or to an affiliate.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
• Waiver: Failure to enforce any right is not a waiver of future enforcement of that or any other right.
• Force majeure: Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of public telecommunications or the internet.
• Notices: We may send notices to the email address associated with your account. Customer must keep administrator contact details current.
• Independent contractors: The parties are independent contractors; nothing creates a partnership, franchise, joint venture, or agency relationship.

19. Contact

For questions about these Terms, please use the official contact or support channel published for your deployment of Pixa SACCO, or reach your account representative if you have an enterprise Agreement.

These Terms are a general template for a software-as-a-service product. They do not replace advice from qualified counsel. Organizations should adapt governing law, venue, liability caps, and regulatory provisions to match their contracts and jurisdictions.