Terms of Service

1. Acceptance of Terms

By accessing or using Vendly ("the Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service. These Terms constitute a legally binding agreement between you ("User", "you") and Vendly ("we", "us", "our").

2. Description of Service

Vendly is a cloud-based business management platform that provides tools for invoicing, quotations, customer relationship management (CRM), inventory management, accounting, payroll, and related business operations for small and medium enterprises (SMEs).

3. Account Registration

To use the Service, you must create an account by providing accurate and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials.
• All activities that occur under your account.
• Notifying us immediately of any unauthorised use of your account.

You must be at least 18 years old to create an account and use the Service.

4. User Obligations

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service in violation of any applicable Kenyan or international law.
• Upload or transmit any harmful, infringing, or unlawful content.
• Attempt to gain unauthorised access to any part of the Service or its systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to store or process sensitive personal data (as defined under the DPA) beyond what is necessary for ordinary business operations.

5. Subscription and Payment

Vendly offers a free trial period. After the trial, continued use of the Service requires a paid subscription. Payment terms are as follows:

• Subscription fees are billed in advance on a monthly or annual basis.
• All fees are non-refundable except as required by applicable law.
• We reserve the right to modify pricing with at least 30 days' notice.
• Failure to pay may result in suspension or termination of your account.

6. Data Processing and the Kenya Data Protection Act

We process personal data in compliance with the Kenya Data Protection Act, 2019 (the "DPA"). By using the Service, you acknowledge that:

• We act as a data controller for your account data and as a data processor for the business data you enter into the platform.
• Your personal data is processed on the lawful bases described in our Privacy Policy.
• You retain ownership of all business data you input into the Service. We do not sell or share your business data with third parties except as necessary to provide the Service.
• You have the rights described under Section 26 of the DPA, including the rights to access, rectification, erasure, and data portability.

Where you use the Service to process the personal data of your customers, employees, or other third parties, you are responsible for ensuring you have the appropriate lawful basis and consents for such processing under the DPA.

7. Intellectual Property

The Service, including its design, features, code, and documentation, is owned by Vendly and is protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable licence to use the Service for its intended purpose during your subscription period.

You retain all rights to the data you upload to the Service.

8. Service Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. We may temporarily suspend the Service for maintenance, updates, or circumstances beyond our control. We will provide reasonable notice of planned downtime where possible.

9. Limitation of Liability

To the maximum extent permitted by Kenyan law:

• The Service is provided "as is" and "as available" without warranties of any kind, whether express or implied.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Service.
• Our total liability for any claim arising from or related to the Service shall not exceed the amount you paid for the Service in the 12 months preceding the claim.

Nothing in these Terms shall exclude or limit liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

10. Termination

You may terminate your account at any time by contacting us or using the account settings in the Service. We may suspend or terminate your account if:

• You breach these Terms.
• Your subscription payment fails and is not resolved within 14 days.
• We are required to do so by law.

Upon termination, you may request export of your data within 30 days. After this period, your data will be deleted in accordance with our Privacy Policy.

11. Indemnification

You agree to indemnify and hold harmless Vendly and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from your use of the Service or your violation of these Terms.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes at least 30 days in advance via email or through the Service. Your continued use of the Service after such notice constitutes acceptance of the modified Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the Laws of Kenya. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Kenya.

Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days.

14. Contact Us

For any questions regarding these Terms, please contact: