Terms of Service

In short

• These Terms are a contract between SmartCense Tec, which operates IVMS.next, and the business whose workspace you use.
• IVMS.next is for business use only. We set up every workspace ourselves; there is no public sign-up page.
• A paid plan runs for one month or one year from the day your payment is confirmed. We do not charge you automatically.
• An upgrade, including a move from monthly to annual billing, takes effect when you pay for it. A downgrade, including a move from annual to monthly billing, takes effect when your paid period ends, with no credit for the difference.
• If a paid period ends unpaid, paid features lock at once. If it is still unpaid 30 days later, the workspace moves to Free.
• You can cancel at any time in Billing and keep your paid features until the period ends. Fees are not refunded except as Section 5.5 describes.
• You own your data. Every plan, including Free, can export all of it from Settings > Export/Import.
• The Free plan, trials and beta features are provided at your own risk, with no warranty and no support commitment. Sections 16 and 17 set the limits on our liability.
• The point of sale is not a certified fiscal device, and the AI assistant can be wrong. Check before you rely on either.
• The laws of the Republic of Kenya govern these Terms. Section 20 explains how disputes are handled and which rights you keep.

1. About these Terms

In short: These Terms govern your business's use of IVMS.next. Signing in or using the Service means you accept them on behalf of your business.

1.1 Who we are

IVMS.next (the "Service") is operated by SmartCense Tec ("we", "us" or "our"). Our support desk is support.ivms@smartcensetec.com. This is version 1.5.0 of the Terms. It takes effect on 10 October 2026 and was last updated on 10 October 2026.

1.2 Who you are and who is bound

"You" or "the Customer" means the business whose workspace is used; a workspace is the private area of the Service we create for one business, and it is what the Service itself calls your company account. The person who first signs in as an administrator confirms that they have authority to bind the Customer. Everyone your administrators invite is an "Authorised User" who acts on your behalf, and you are responsible for what they do in your workspace unless our breach caused it.

1.3 Documents that form part of these Terms and order of precedence

These Terms work together with the documents below.

If they conflict, a signed Enterprise Order Form comes first, then a signed Data Processing Addendum, then these Terms, then the Privacy Policy, which describes how we handle personal data and does not vary your commercial rights.

1.4 Electronic acceptance

You accept these Terms by signing in to the Service or by using it; the sign-in page says so. Under the Kenya Information and Communications Act, ss.83G, 83J and 83K, a contract formed this way is valid, and an electronic record you can open and print satisfies any requirement for writing. The current version is published at Terms of Service, and you may print or save a copy at any time.

1.5 Business use only

The Service is offered for business use, and you confirm that you are not using it for personal, family or household purposes. Nothing in these Terms removes any right that the Consumer Protection Act 2012 or other law makes non-excludable; a term that cannot lawfully be applied to you applies only to the extent the law allows. If you are a consumer under that Act, ss.31 to 33 entitle you to the prescribed information before you buy and to a copy of this agreement afterwards. You may save or print a copy from Terms of Service at any time, and if we have not met those requirements you may cancel as the Act allows.

2. Accounts, workspaces and users

In short: We create workspaces and your administrators invite the people who use them. You are responsible for who has access and what they do.

2.1 Provisioning and invitations

We create each workspace; there is no public sign-up page, and a plan is activated by us or by a payment you make. An administrator invites Authorised Users from within the workspace, and each invited person receives an email link and sets their own password.

2.2 Administrator responsibilities

Administrators control the workspace: they assign roles and permissions, including a Cashier role that works only at the stores the person is assigned to and needs a supervisor's approval for exceptions at the till such as refunds, voids and cash paid out of the drawer, and may set roles that expire on a chosen date. You must promptly remove the access of anyone who leaves your business, and tell us at support.ivms@smartcensetec.com as soon as you become aware of unauthorised access to your workspace.

2.3 Credentials, 2FA and SSO

Each Authorised User must keep their password private and must not share an account. The Service offers two-factor authentication by authenticator app or emailed code. We recommend that every Authorised User enables it, and we may require it for administrator accounts. Where we make single sign-on available to your plan, you are responsible for the identity provider you connect and the settings you enter.

2.4 Accurate details

Keep your company name, contact person, email address, phone number and postal address accurate. They appear on your invoices, and we may rely on the administrator email addresses on your workspace for every notice under these Terms.

2.5 Platform controls

To operate the Service we may set a workspace to disabled, inactive or suspended for the reasons in Section 18, assign or change plans, set feature flags and rate limits, and turn the AI assistant's write actions off across the platform. Our platform administrators use their own named accounts, and our policy requires two-factor authentication for them; there is no feature that lets them sign in as one of your users. They can look at the business records your workspace stores (sales, stock, customers and settings) through the Service only in a support session (Section 6.7). Apart from that, they administer your account, billing and security records, see the list of your users, and make the few changes to your records that Section 6.7 names, which we record in your audit trail.

3. Plans, Free tier, trial and beta features

In short: Plans are Free, Growth, Professional and Enterprise. The prices and limits that apply are the ones shown at checkout, and a trial ends in Free, not in a charge.

3.1 Plans and limits

The Service is offered on four plans: Free, Growth, Professional and Enterprise. Each carries usage limits, such as the number of products, locations, customers, suppliers, monthly orders and AI queries. The limits and prices that apply to you are those shown on the pricing page and at checkout when you buy, and those live values take precedence over any published table.

We may enforce a limit by blocking the creation of new records above the cap. We do not delete your data for exceeding a cap, and on every plan your records stay readable, exportable and deletable by an administrator.

One limit is also enforced on editing, and only one: the number of products. If a plan change leaves your workspace holding more products than the plan allows, you have 30 days from the day the lower plan takes effect to bring the count down. After those 30 days, and only while you are still above the cap, editing the details of a product is paused. The pause applies to every product in the workspace, not only to those above the cap, because the Service cannot identify which record is the one over the line. While it applies you can still open, read and export every product, archive a product or take it out of sale, delete products if you are an administrator, record stock movements, receive deliveries, run stock counts and sell at the point of sale; what you cannot change are a product's details, such as its name, price, code, category or images. The pause lifts as soon as your product count is back within the cap — deleting products is how you do that, and the count can take a few minutes to catch up; archiving a product hides it from sale but does not reduce the count — or immediately when you move to a plan whose cap covers you. During those 30 days we will also email the administrators and managers of your workspace, at the addresses held on their user records, and the contact address held on your account, to tell them your product count, your cap and the date. That email is a courtesy: the notice of record is the banner shown to you in the Service, and not receiving the email does not extend the 30 days. No other limit is enforced on editing: for every other limit, including customers, suppliers, locations, monthly orders, team members, storage and API use, the only consequence of being above the cap is that you cannot create more.

3.2 The 14-day Professional trial

When we start a trial for your workspace, you receive the Professional feature set for 14 days. No card or phone number is taken and nothing is charged. When the 14 days end, the workspace moves to Free automatically unless you have bought a paid plan. Your existing records are kept and stay readable, exportable and deletable, but you cannot add new records of a kind that is already above a Free limit until you upgrade. If your product count is above the Free cap when the trial ends, the 30-day window and the editing pause described in Section 3.1 run from the day the trial ends. We start at most one trial per workspace. A trial workspace is provided as it is and at your own risk. To the extent the law allows, it carries no warranty, service level or support commitment, as Section 16 describes.

3.3 Enterprise

Enterprise plans are priced for your business under a signed Order Form. We may grant a courtesy or billing-exempt plan at our discretion. When you use the "Contact sales" option we record your enquiry and may contact you by email; you may also email us at support.ivms@smartcensetec.com. We do not promise a response time unless an Order Form sets one.

3.4 Beta and preview features

Features labelled "Beta" or "Preview" are still being developed. We may change, limit or withdraw them without notice; they are excluded from any service level and support commitment and are provided as they are, at your own risk, to the extent the law allows.

4. Fees, billing, taxes and payment methods

In short: You pay in Kenyan shillings, in advance, by M-Pesa or card, and you receive a PDF invoice by email. A card or phone is charged only when you start a checkout.

4.1 Prices and currency

Prices are shown in Kenyan shillings (KES); any US dollar figure is for reference only. The amount you pay is the KES amount shown at checkout, rounded up to a whole shilling where the payment provider requires it.

4.2 Taxes

Prices are stated as shown at checkout; any applicable taxes are your responsibility unless we state that we collect them.

4.3 Invoices

When a payment is confirmed we generate a PDF invoice with a sequential number, email it once to the billing address on your workspace and list it in Billing. An electronic invoice satisfies any requirement for writing under the Kenya Information and Communications Act, s.83G.

4.4 M-Pesa

When you choose M-Pesa, we send a payment prompt to the phone number you enter and you authorise it with your M-Pesa PIN. Safaricom's Lipa na M-PESA terms and transaction charges apply and are between you and Safaricom. A prompt that expires, fails or is cancelled is not a payment, and no plan is activated until Safaricom confirms the payment to us.

4.5 Cards via Paystack

Card payments are processed by Paystack under Paystack's terms. We do not store your full card number or security code. If you choose to save a card, Paystack gives us a token with the last four digits, card type, expiry, the email used for the payment and, where Paystack supplies it, the bank name. We use the token only for a checkout that you start; a saved card is not charged on its own.

4.6 Failed or expired payments

A payment session expires if not completed within 5 minutes for M-Pesa or 30 minutes for card. A failed or expired payment leaves your subscription unchanged unless the paid period has already ended, in which case Section 5.3 applies. We do not retry a failed payment. If you are charged twice for the same period, email support.ivms@smartcensetec.com and we will credit or refund the duplicate.

4.7 Upgrades, downgrades and credit

Upgrades. An upgrade takes effect as soon as its payment is confirmed. If you upgrade part-way through a paid period, you pay the new plan's price for the days left in that period, less the value of those days on the plan you are leaving. Your paid period does not restart: it ends on the date it always would have, on the same monthly or annual cycle, and the full price of the new plan is asked for when the next period begins. Billing shows the amount, and how it was worked out, before you confirm. An upgrade is worked out this way only in the middle of a period you have paid for. In every other case, for example an upgrade from Free, from a trial or after a period has ended unpaid, or where you pay an agreed price under an Order Form, it is a purchase at the full price and a new paid period starts on the day the payment is confirmed.

Downgrades. A downgrade does not change your plan straight away. You keep the plan you have paid for until the end of the current paid period, and the lower plan begins with the next period, when you pay for it. Nothing is credited for the difference in price. You can cancel a scheduled downgrade in Billing at any time before it takes effect. Where there is no paid period to run out, for example a trial or a plan we assigned to you without charge, the change applies at once.

Changing between monthly and annual billing. The same rules apply to the billing cycle. Moving to a longer cycle (monthly to annual) is an upgrade: it takes effect as soon as it is paid, you pay the annual price less the value of the unused part of your current period, and a new annual period starts that day, so the full annual price is next asked for when that year ends. Moving to a shorter cycle (annual to monthly) is a downgrade: your annual period runs to its end, the monthly cycle begins with the next period, when you pay for it, and nothing is credited. If you ask for a lower plan, any change of cycle you ask for begins with it. If you ask for a higher plan on a shorter cycle, the higher plan starts as soon as it is paid, on the cycle you are paying on, and you can ask for the shorter cycle afterwards.

Account Credit. Account Credit is created only where these Terms entitle you to a credit for prepaid fees for an unused period: Sections 5.5, 13.4, 16 and 19.1. An upgrade or a downgrade never creates it. Account Credit is applied to your next subscription payment on its own, without you asking. Billing shows the price, the credit and the amount to pay before you confirm a checkout. We apply credit only to a price in KES. We apply credit in whole shillings and any part of a shilling stays on your balance. If the credit covers the whole price, no payment prompt is sent and no card is charged: the plan starts and the invoice records the credit as the settlement. If it covers part of the price, you pay the difference. Account Credit is an adjustment to what you owe us, not money we hold for you: it has no cash value, it is not refundable and it is not paid out. It stays on your workspace if your plan ends or you move to Free.

4.8 Price changes

We may change our prices. We will give administrators at least 30 days' notice by email before an increase applies to your workspace, and it applies only from your next paid period. If you do not want to pay the new price, you may cancel under Section 5.4 before it applies.

5. Term, renewal, cancellation, non-payment and refunds

In short: Your paid period lasts one month or one year and ends unless you pay again. Cancel any time and keep access until the period ends; fees are not refunded except for duplicate payments or where the law requires.

5.1 Subscription period

A paid period runs for one month or one year, as you chose at checkout, from the day your payment is confirmed to the same day of the following month or year.

5.2 Renewal

Your subscription does not renew on its own, and we do not charge you automatically. Your Billing page shows the date your period ends and the days remaining; we do not send renewal reminder emails. To keep your plan you start a new checkout and pay again; if you have not paid when the period ends, your subscription becomes overdue.

5.3 Overdue and downgrade

While your subscription is overdue, paid features are locked and a notice appears in the Service, but your data is preserved. If it is still unpaid 30 days after the period ended, the workspace moves to Free: you cannot create new records above the Free limits until you upgrade, and existing records stay readable, exportable and deletable. A separate 30-day window then begins for the product editing pause in Section 3.1, counted from the day the workspace moves to Free. It is not the same 30 days as the overdue window in this Section, and one does not shorten the other. Nothing is deleted because of an overdue period, and paying for a plan at any time restores the paid features and ends the pause at once.

5.4 Cancelling

You may cancel a paid plan at any time from Billing. The plan stops at the end of the period you have paid for; until then you keep full access and may resume from Billing. When the period ends, the workspace moves to Free and, as Sections 3.1 and 5.3 describe, you cannot create new records above the Free limits and the 30-day window before the product editing pause begins. Any Account Credit on your workspace stays on it and is applied to your next subscription payment under Section 4.7. We ask for a reason when you cancel and keep it for our own analysis.

5.5 Refunds

Fees are paid in advance for the period you chose and are not refundable, except in these cases:

• We charged you twice for the same period, in which case we credit or refund the duplicate under Section 4.6.
• A refund is required by the Consumer Protection Act 2012 or another law that applies to you.
• Section 16 entitles you to a refund of prepaid fees for an unused period on a paid plan, and Sections 13.4 and 19.1 entitle you to a credit.

Cancelling early does not entitle you to a refund of the remaining period. A refund, chargeback or reversal processed by a payment provider moves the workspace to Free immediately, and no refund is due after we terminate your workspace for breach under Section 18.4.

6. Your data, privacy and data protection

In short: You own the data in your workspace, and we process it on your instructions. Our Privacy Policy explains what we collect and where it is stored.

6.1 Ownership and licence

"Customer Data" means everything you and your Authorised Users put into your workspace, from products and orders to messages and files. You own Customer Data. You grant us a licence to host, copy, transmit, back up, display and process it only as needed to provide, secure and support the Service and to meet our legal obligations.

6.2 Roles under the Data Protection Act 2019

For personal data about your customers, suppliers, staff and other people that you store in your workspace, you are the data controller and we are the data processor under the Data Protection Act 2019, s.42. We process that data only on your documented instructions, which include these Terms and the settings you choose in the Service.

For the personal data we collect about your Authorised Users to run their accounts, bill you and operate our website, we are the controller. Sections 3 and 4 of our Privacy Policy describe both roles.

6.3 Data Processing Addendum

A Data Processing Addendum is available on request from support.ivms@smartcensetec.com. It sets out the particulars that s.42(2) and regs. 24 and 25 of the Data Protection (General) Regulations 2021 (the "Regulations") require. If you are in the EEA or UK, it also covers Article 28 of the GDPR and includes standard contractual clauses. The addendum forms part of these Terms once both parties sign it.

Section 8 of the Privacy Policy lists the sub-processors we use, and you authorise them. We will give administrators at least 10 business days' notice by email before adding a sub-processor that will process Customer Data. If you object on reasonable grounds and we cannot resolve it, you may cancel under Section 5.4.

Until a Data Processing Addendum is signed, this Section 6, Section 15 and Section 18.5 are the written contract that s.42(2) requires between you as controller and us as processor. Under it we process Customer Data only on your instructions, are bound by the obligations that the Act places on you in respect of that processing, apply the security measures described in Section 11 of the Privacy Policy, keep our staff and sub-processors bound to confidentiality, notify you of breaches under Section 6.5, assist you with data-subject requests, and delete or return Customer Data under Section 18.5. On reasonable written request we will make available the information needed to show that we meet these obligations.

6.4 Hosting location and transfers

Customer Data is stored in Google Cloud data centres in the European Union, as Section 9 of the Privacy Policy describes, and some sub-processors operate outside Kenya and the EU. For transfers of personal data out of Kenya under the Data Protection Act 2019, ss.48 and 49, we rely on appropriate safeguards — Google Cloud's data-processing terms and the security measures described in the Privacy Policy — together with the necessity of the transfer to perform our contract with you.

Do not use the Service for personal data that reg. 26 of the Regulations or another Kenyan law requires to be stored on a server in Kenya, unless we agree in writing to arrange that.

6.5 Breach notification and rights assistance

If we become aware of a personal data breach affecting Customer Data, we will notify your administrators without undue delay and, where practicable, within 48 hours of becoming aware of it, as the Data Protection Act 2019, s.43 requires. We will give you the information you need for your own notifications, and you remain responsible for any notification you must make to the Data Commissioner or to the people affected.

If one of your customers, suppliers or staff asks to access, correct, erase or transfer their data, the Service's export and edit tools let you act on most requests yourself. Where you need our help, email support.ivms@smartcensetec.com and we will assist you to meet the statutory response times under the Regulations: 7 days for access, 14 days for correction, erasure, restriction or objection and 30 days for portability.

6.6 Your privacy obligations to your own customers and staff

You must have a lawful basis for every personal record you store in the Service and publish your own privacy notice to the people it concerns. Where Kenyan law treats data as sensitive, such as health, family or property details in a customer profile, you must obtain the consent that the Data Protection Act 2019, s.49(1) requires before storing it, because the Service stores it outside Kenya (Section 6.4). If the registration thresholds apply to your business, you must register with the Office of the Data Protection Commissioner.

6.7 Support sessions

A support session lets a member of our staff look at your workspace's records to help you. It is yours to allow, to limit and to end, and these are its terms. In this Section, your administrators are the members of your workspace who can manage it, whatever their role is called.

Your instruction. When one of your administrators allows a support session, that is your documented instruction under Section 6.2 to let a member of our staff view Customer Data in your workspace, for the time and with the scope chosen, to deal with the problem the administrator gave as the reason. Our staff who start a session are bound by Section 15 and may use what they see only for that problem. We will use a support session, and not another route through the Service, whenever our support staff need to view the business records your workspace stores (sales, stock, customers and settings) to help you; the Service gives our platform administrators no other route to them.

Limits. A session is read-only. It lasts for the time the administrator chooses, one hour, four hours or 24 hours, and no longer than 24 hours; it cannot be extended, and a longer one needs a new grant. It starts only after the grant and ends at the earliest of its time running out, an administrator ending it, our ending it, your workspace becoming disabled, inactive or deleted, and our removing the staff member's permission to start sessions. We will not start one on a workspace in those states.

What a session never allows. Whatever the scope, a support session does not allow us to change, add or delete any record; to sign in as one of your users or act in their name; to change roles or permissions; to change billing, a plan or a payment method; to delete or restore a user or the workspace; to reset anyone's second factor; to create or see API tokens, connected-app tokens, AI provider keys, webhook secrets or single sign-on secrets; to export your workspace's data as a whole; to ring up a sale or move money; or to change a platform feature switch. A session does not show stored secrets, such as provider keys, token hashes or authenticator secrets, to anyone.

What we do without a session. A session is how we look at your business records. We also administer the Service without one. Our platform administrators work with your account, billing and security records, including your workspace's profile, plan, payments and status and the messages you send our support desk, and they see the list of your users: name, email address, role, status and sign-in times and counts, without phone numbers, security settings, store assignments, or the address and device of a sign-in. They also see platform-wide statistics across all companies, which do not show your business records. At your request, and only to help with it, they can also reopen a closed accounting or reconciliation period, import the default categories and materials, re-number customer cards, update category classifications, change a user's details or role, make or remove an administrator, add, remove or restore a user, send a user a password reset link so that they can recover their account, decide a role change request, change your workspace's account details (such as its profile, plan or status), open guided setup, change your AI settings, update a payment record (confirm or cancel a payment, or issue an invoice), change single sign-on, and remove a notification. Those acts are not read-only and are not a session. We record each of them in your workspace's audit trail in the name "Our platform team", and if a line cannot be saved we try once more and, if it still cannot be saved, note that in our own record so that it can be put right. Choosing "Never allow support sessions" does not stop them, because a workspace that has chosen it still needs its account administered. We read your workspace's audit trail, with the addresses and values in it, only in a support session.

Recorded and told. Every session is recorded in your workspace's audit trail, which your administrators can read, and everyone in your workspace who can manage it is emailed, and notified in the Service, when a session starts and when it ends. While it is open, the Service shows everyone in your workspace a notice that says so, whenever it can read the record of the session. Section 11.4 of the Privacy Policy describes the records we keep of it.

Your choice. Allowing a session is never a condition of using the Service or of getting support. An administrator can choose "Never allow support sessions" on the Support access page in the workspace's system settings, and we can then start none; support may then ask you for the information it needs in another way.

Not a remedy, and no change to suspension. A support session does not suspend, lift or alter a suspension, a disabled or inactive state or any other measure under Section 18.3, and a workspace that is suspended stays suspended while one is open. It is not a service level, a response time or a remedy, it does not add to or reduce any amount owed or credit due under these Terms, and nothing in it changes Section 16 or Section 17. We do not promise to start a session when you allow one.

7. Acceptable use

In short: Use the Service lawfully and do not interfere with it, with other workspaces or with anyone's data. We may remove content or suspend access when these rules are broken.

7.1 Conduct anchored in the Computer Misuse and Cybercrimes Act 2018

You and your Authorised Users must not do anything through or against the Service that would be an offence under the Computer Misuse and Cybercrimes Act 2018. In particular you must not:

• access any workspace, account or data without authority, or exceed the access you have been given (ss.14 and 15);
• interfere with the Service, its data or another user's data (s.16), or intercept data in transit (s.17);
• make, obtain or share tools, passwords or access codes intended for unauthorised access (ss.18 and 19);
• publish false information, or forge or manipulate records with intent to deceive (ss.22, 23, 25 and 26);
• harass anyone, impersonate a person or business, or register names or domains to pass off as someone else (ss.27 to 29);
• send phishing messages or fraudulent payment instructions (ss.30 and 39).

Section 41 of the Act requires a person who leaves a business to give up the access codes they hold; you must remove their access promptly under Section 2.2.

7.2 Platform rules

You must not:

• scrape, crawl or copy the Service or another business's storefront in bulk, or run load or penetration tests without our written consent;
• resell, sublicense or offer the Service to third parties as your own product;
• work around plan limits, rate limits, bot protection or any other technical control;
• share credentials, API tokens or webhook secrets, or use another person's account;
• upload malware, or automate the API, webhooks or storefront endpoints in a way that disrupts the Service for others.

We apply rate limits to every request and may throttle or temporarily block requests that exceed them. Where we publish limits in the developer documentation, those limits apply.

7.3 Content rules

Everything you publish or store in the Service — storefront listings, product images, customer reviews, messages and files in Huddle, AI attachments and prompts — must be lawful and must not infringe anyone's rights. Do not upload data you may not lawfully share, and do not use the Service to sell goods that are illegal where you or your customers are located.

7.4 Enforcement

If we reasonably believe this Section 7 has been broken, we may remove or hide content, throttle requests, suspend an Authorised User or a workspace under Section 18.3, and report unlawful conduct to the authorities. We will comply with a court order requiring content to be removed, and where practicable we will tell your administrators what we have done.

8. Storefronts, custom domains, quotes, reviews and loyalty

In short: When you publish a storefront, send a quote or run a loyalty programme, you are dealing with your own customers. We provide the tools; you are the seller.

8.1 Your store, your customers

The storefront publishes a catalogue of your products on a page we host. If you switch on online orders, a shopper can also place an order without an account by giving a name, a mobile number and an email address. The order reaches you as a pending order; we take no payment and are not a party to it or to any sale you make. You decide whether to accept, fulfil or cancel each order, you are the controller of the shopper's details, and you must use them only to handle that order, to keep your own records and to contact the shopper about it, unless the shopper agrees to more. An order is a request to buy, not a guarantee that you can fill it, so tell a shopper promptly when you cannot. You are the supplier under the Consumer Protection Act 2012 to the people who buy from you: publish your own trading name, terms of sale, returns policy and privacy notice on your storefront, and comply with the consumer, tax and product laws that apply where you sell.

8.2 Listings, prices and reviews

You are responsible for the accuracy of every listing, price, description, image and stock claim on your storefront. Visitors may leave a review with a display name, rating and comment; each is held as pending until you approve it. You must moderate reviews and remove unlawful or defamatory ones. We may remove any storefront content that breaches Section 7 or the law.

8.3 Custom domains

Custom domains are an Enterprise feature. You warrant that you own or control any domain you connect and that using it will not infringe anyone's rights. You configure the DNS records the Service shows you; we complete activation after checking them and may decline a domain we cannot serve. Links to these Terms and the Privacy Policy from a storefront on your domain point to our own site at https://ivms-production--ivms-eu.europe-west4.hosted.app.

8.4 Public quote links

A quote you send from the Service is reachable by anyone who has its link, so check the recipient before sharing and set an expiry date if you want it to lapse. To accept or reject, your customer must enter a code or open a link we email to the contact address on the quote. Acceptance forms a contract between you and your customer, not with us, and is valid under the Kenya Information and Communications Act, ss.83J and 83K. You are responsible for the quote's contents and for the terms and conditions text shown on the page, which is yours. We record only the acceptance event: the signer's name, verified email address, time and the network details of the request.

8.5 Loyalty points

Loyalty points, including earning and redemption, are available on Growth and above; loyalty campaigns and rules, customer tiers and loyalty analytics are available on Professional and above. Points are issued to your customers under rules you set, have no cash value unless you tell your customers otherwise, and expire according to your settings. Points earned on a credit sale stay pending until the invoice is paid. You are responsible for the consumer-law and tax treatment of your programme.

9. Point of sale, receipts, fiscalisation and offline mode

In short: The point of sale keeps a reliable ledger, but it is not a certified fiscal device. Offline edits live on the device until they sync, so keep devices secure and reconnect regularly.

9.1 Not a certified fiscal device

The point of sale is not a certified or fiscalised till in any jurisdiction. It does not sign or chain transactions and does not connect to the Kenya Revenue Authority's eTIMS or to any European fiscal-device scheme. Issuing tax invoices, registering with eTIMS and complying with any fiscalisation regime remain your responsibility unless we contract in writing to provide a certified adapter.

9.2 Receipts and corrections

Sales are written to a ledger in which the quantities, prices, amounts, product, store, time and cashier of a posted entry cannot be changed. A manager may amend only its status, reason, notes and location fields, and every amendment is recorded in the entry's audit trail. A refund or void is a new reversing entry that names the sale it reverses. Receipt numbers are gapless within a day but restart each day, so they are not a perpetual series. You must keep the records that tax law requires for as long as it requires.

9.3 Offline mode

The Service can keep working on a device that loses connectivity. Records viewed offline are cached copies, and stock figures may not reflect sales made elsewhere. Edits and sales made offline are queued on that device and sent to the server when connectivity returns. If the server rejects a queued change because the record changed in the meantime, the conflict is stored on that device and a user must resolve it in Settings. Reconnect devices regularly and reconcile stock after any long offline period.

9.4 Devices and data on them

Cached data on a device is encrypted for your workspace, but it still lives on that device. You are responsible for the physical security of every device that uses the Service and for any queued change lost when a device is lost, wiped or damaged before it syncs.

10. AI assistant

In short: The AI assistant can make mistakes, and it only changes your data after a person clicks Confirm. Your prompts and the records it looks up are sent to the model provider you or we selected.

10.1 Outputs may be wrong

The AI assistant generates answers from a language model. Its outputs may be inaccurate, incomplete, out of date or biased. You must check any factual statement before relying on it, and you must tell your Authorised Users the same. Outputs are not tax, legal, accounting, financial, valuation or other professional advice, and you are responsible for every decision and action you base on them.

10.2 Actions the assistant proposes

The assistant can propose changes to your data: creating a purchase order, adjusting a stock level, marking a product for reorder or updating a price. A proposal runs only after an Authorised User with the right permission clicks Confirm on it. A confirmed action is your own act, as if the user had made the change by hand, and is recorded in your activity log.

10.3 What is shared with model providers

When a user chats with the assistant, we send the conversation, the page they are on, any attachment they add and the business records the assistant looks up — such as products, orders, suppliers and stock movements — to the model provider selected for the request. On a key we supply that provider is Google, OpenAI or Anthropic, and it processes the data as our sub-processor under its published terms. If your company supplies its own key, the request goes to the provider your company chose, under your company's own contract with it — including providers we do not operate ourselves. Section 6 of the Privacy Policy describes both cases and the limits of what we can promise about provider retention.

10.4 Bring your own key

On Growth and above you may enter your own provider API key. Requests for your workspace then use your key, your contract with that provider applies to them, and the provider bills you directly. We store your key encrypted and use it only for your workspace. Revoke it in Settings if it is compromised. A key on an unpaid provider tier is subject to that tier's terms, which may let the provider use your data differently. We are not responsible for a provider's handling of requests made with your key.

We charge you nothing for this. We add no fee, margin, markup or per-request charge to what your provider bills you, we take no share of it, and your subscription price does not change because you use your own key. Equally, we do not pay it: what you spend with your provider is yours, including any overage, and we are not liable for it. Any token or cost figure we display for your own key is our estimate from published rates, for your own monitoring — your provider's invoice is the only authoritative one. Choosing a provider, agreeing its prices and setting any spending cap are yours to do.

10.5 Limits and restrictions

The assistant on our managed key is available on Professional and above, within your plan's monthly query limit. We apply per-minute and per-hour request limits to all assistant use, and daily and monthly spend budgets to the managed key only — spend on your own key is not ours to budget. We may throttle or pause the assistant when a limit is reached. Your administrators may turn the assistant off. You must not use it for medical or clinical decisions, to produce unlawful content, or in any way that breaches Section 7.

11. API, webhooks, connectors and integrations

In short: Tokens and webhook secrets are yours to protect. Webhooks are delivered at least once, so your endpoint must handle retries and duplicates.

11.1 Tokens

API access is available on Professional and above. Connected-app tokens begin with ivms_, are shown once when created, carry the scopes you choose and can be revoked in Settings with immediate effect. Treat tokens as passwords. We may rotate, throttle or revoke a token without notice if we reasonably believe it is compromised or abused. The current API surface is described in the developer documentation.

11.2 Webhooks

Webhook deliveries are signed with HMAC-SHA256 over a timestamp and the body; you must verify the signature and reject stale or unsigned requests. When you rotate a signing secret, the previous one stays valid for 72 hours: each delivery in that time is signed with both secrets, so an endpoint still using the previous one keeps working. Delivery is at-least-once: we retry a failed delivery with increasing delays, making up to 58 attempts over about 76 hours, so your endpoint must tolerate duplicates. After 10 consecutive failures we pause the endpoint until you re-enable it. Undelivered events are kept as dead letters for 90 days and then deleted.

11.3 Third-party connectors

Connectors such as Zapier, Make and accounting tools are governed by their providers' terms. When you connect one, you decide what data it receives and you are the controller of that transfer. We are not responsible for a third-party service. Accounting synchronisation is available only where the Service shows it as enabled.

11.4 Changes and deprecation

We may add to the API and webhook payloads at any time. We will give reasonable notice of a breaking change through the developer documentation and by email to administrators.

12. Hardware, devices, browsers and the mobile app

In short: We sell no hardware and warrant none. Your scanners, printers, phones and browsers are your responsibility.

12.1 Third-party hardware

We do not supply barcode scanners, thermal printers or any other device. Keyboard-wedge scanners, ESC/POS thermal printers and Web Bluetooth or USB devices are used at your own risk. Any compatibility list we publish is indicative, and a browser, operating system or firmware update may stop a device working with the Service.

12.2 Browsers and platforms

The Service is designed for current versions of mainstream browsers. Some features depend on browser capabilities: Bluetooth printing currently works only in Chrome or Edge on desktop and Chrome on Android, not in Safari or on iOS. We may stop supporting a browser or platform version on reasonable notice.

12.3 Mobile app and push notifications

If you use our mobile app, the terms of the app store you downloaded it from also apply. Push notifications are sent only after a user allows them on their device, and the user can withdraw that permission in the device settings; security notifications are part of the Service and cannot be muted. Mobile-data and carrier charges are yours.

13. Service levels, support, maintenance and changes to the Service

In short: These Terms do not promise an uptime figure; service levels exist only in a signed Enterprise contract. We support you by email, and we give notice before we retire features or the Service.

13.1 Availability

We work to keep the Service available, but these Terms do not promise any availability percentage. Service-level targets and credits apply only where a signed Enterprise contract sets them; under such a contract, service credits are your sole remedy for a shortfall in availability.

13.2 Support

Support is provided by email at support.ivms@smartcensetec.com during the business hours shown in the Support hub inside the Service, and the Help Hub inside the Service answers common questions. We do not promise a response time unless an Order Form sets one. Section 16 explains that the Free plan, trials and beta features carry no support commitment. To look into a problem in your workspace, support may ask you to allow a support session; that is your choice (Section 6.7).

13.3 Maintenance

We may take the Service down for planned maintenance, which we aim to schedule outside Kenyan business hours and announce in the Service in advance. Emergency maintenance to protect security or stability may happen without notice.

13.4 Changing or ending the Service

We may add, change or remove features. If we remove a feature from a plan you pay for, we announce it in the Service with an effective date and warn affected workspaces again 48 hours before it takes effect. If the feature is material to what you paid for, you may cancel under Section 5.4 and ask us to credit the prepaid fees for the unused part of the period against a future payment.

If we discontinue the Service as a whole, we will give administrators at least 90 days' notice by email and keep your export tools available for the whole notice period.

14. Intellectual property, feedback and publicity

In short: We own the Service; you own your content. We use your name publicly only if you agree.

We and our licensors own the Service, including its software, design, documentation, trade marks and data models. For the term of these Terms we grant you a non-exclusive, non-transferable licence to use the Service for your own business. You must not copy, modify, reverse engineer or extract the source code of the Service except where the law allows, resell it, or make it available to anyone who is not an Authorised User.

You keep all rights in Customer Data and in any content you publish through the Service. Your licence to us in Section 6.1 is limited to providing the Service.

If you send us suggestions or feedback about the Service, we may use them without obligation or payment. We will not name you as a customer or use your logo in marketing unless you agree in writing.

15. Confidentiality

In short: Each of us keeps the other's non-public information private, with the usual exceptions, for 3 years after the Service ends.

"Confidential Information" means non-public information one party gives the other under these Terms, including Customer Data, your business figures, security details and anything marked or reasonably understood to be confidential. Each party must use the other's Confidential Information only to perform these Terms, protect it with at least reasonable care, and share it only with staff, advisers and sub-processors who need it and are bound to keep it confidential.

These duties do not apply to information that is or becomes public without breach, that the receiving party already held lawfully, that it receives from a third party without restriction, or that it develops independently. A party may disclose Confidential Information when a court, regulator or law requires it, and must, where lawful, tell the other party first so that it can seek protection. These duties last for the term of these Terms and for 3 years after it ends.

16. Warranties and disclaimers

In short: On a paid plan we promise the Service will work substantially as documented, and we will try to fix it if it does not. The Free plan, trials and beta features carry no warranty and no support commitment, and you use them at your own risk.

On a paid plan we warrant that the Service will perform materially as described in its documentation and Help Hub. If it does not, tell us in writing and we will use reasonable efforts to correct the problem. If we cannot within a reasonable time, either party may end the affected subscription and we will refund the prepaid fees for the unused part of the period. This is your sole remedy for breach of this warranty.

Otherwise the Service is provided as it is, and to the extent the law allows we exclude all other warranties, express or implied. We give no warranty for AI assistant outputs, third-party services and connectors, third-party hardware, or the accuracy of data synced from a device that was offline. The Service is not an accounting system of record, and its reports are not professional advice.

The Free plan is supplied at no charge. A Free workspace, a trial workspace and any beta or preview feature are provided as they are and at your own risk. To the extent the law allows, we give no warranty, no service level and no support commitment for them. We do not assume responsibility for the results you get from them. Nothing in this paragraph excludes our liability for fraud or wilful misconduct, or for death or personal injury caused by negligence. Whichever plan you are on, your records stay readable, exportable and deletable, and editing is paused only for products and only in the circumstances Section 3.1 sets out. A paid plan carries the warranty above, and you may move to one at any time.

Nothing in these Terms excludes a term that the Consumer Protection Act 2012, s.5, or another law makes non-excludable. If you are a consumer under that Act, the warranties it implies apply in addition to these Terms.

17. Limitation of liability

In short: Neither of us is liable for indirect loss, and a Free workspace is at your own risk. Our liability is capped at the fees you paid us in the 12 months before the claim, or KES 10,000 if that is more, except for liability the law does not allow us to limit.

To the extent the law allows, neither party is liable to the other for indirect or consequential loss, loss of profit, revenue or anticipated savings, or loss of business or goodwill, however caused. We are not liable for changes lost on an unsynced device, for data lost or corrupted by your Authorised Users, your integrations or a third-party service you connect, or for decisions you take on the basis of AI assistant outputs. Our liability for loss or corruption of Customer Data that we cause is not excluded, but is subject to the limits set out below.

Our total liability to you under or in connection with these Terms is limited to the greater of the fees you paid us for the Service in the 12 months before the event giving rise to the claim and KES 10,000.

The Free plan is supplied at no charge and you use it at your own risk. A paid plan carries the warranty in Section 16 as well, and you may move to one at any time. This paragraph is a separate term. If a court holds it unenforceable, it is severed and the rest of this Section continues to apply.

These limits and exclusions do not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability the law does not allow to be excluded or limited. They apply to both parties to the extent the law allows, but do not limit your obligation to pay fees or your indemnity under Section 18.1. They do not affect a person's right to compensation under the Data Protection Act 2019, s.65. Nor do they affect any penalty a regulator may impose.

18. Indemnities, suspension and termination

In short: You cover claims that arise from your content, sales and users; we cover claims that the Service infringes someone's intellectual property. We can suspend or end access for the reasons listed here, and you can export your data first.

18.1 Your indemnity

You will defend us and our staff against, and compensate us for, any third-party claim, fine or loss arising from:

• Customer Data or content you publish;
• your storefront sales and dealings with your own customers;
• your taxes;
• a breach of Section 6.6 or Section 7 by you or your Authorised Users.

18.2 Our IP indemnity

We will defend you against any third-party claim that the Service, used as these Terms allow, infringes that party's intellectual property rights, and pay the damages finally awarded or agreed in settlement. This does not cover claims based on Customer Data, third-party services, your own modifications, or use in breach of these Terms.

For either indemnity, the indemnified party must notify the other promptly, let it control the defence and settlement, and give reasonable help. No settlement may admit fault on the indemnified party's behalf without its consent.

18.3 Suspension

We may suspend a workspace or an Authorised User if Section 7 is breached, the workspace presents a security risk to the Service or other customers, an amount owed under an Order Form remains unpaid 30 days after its due date, or a court, regulator or law requires it. A disabled or inactive workspace cannot be reached; a suspended one shows a notice and pauses the interface. Where practicable we will tell administrators before suspending, and we will lift a suspension once the reason for it is resolved.

18.4 Termination for cause

Either party may end these Terms if the other commits a material breach and does not cure it within 30 days of written notice describing it. We may end them immediately if you use the Service unlawfully, if a law or authority requires us to, or if you become insolvent. You may end them at any time by cancelling under Section 5.4 and asking us to close your workspace.

18.5 Effect of termination and data return

Before your workspace closes, export your data. Settings > Export/Import lets you download individual data sets at any time and request an Account archive of your whole workspace, whose download link is valid for 7 days. Export is available on every plan, including Free.

There is no self-service control that deletes a workspace; to close one, an administrator emails support.ivms@smartcensetec.com. After termination we retain Customer Data according to Section 10 of the Privacy Policy and then delete it under our archival policy. We keep invoices, payment records, transaction ledgers and audit logs for as long as tax and other law require. We do not promise a fixed hard-deletion date.

Sections 5.5, 6, 14, 15, 16, 17, 18, 20 and 21, and any payment obligation that has already accrued, survive termination.

19. Changes to these Terms

In short: We give 30 days' notice of material changes and you may cancel before they apply. Every version is numbered and dated.

19.1 Notice

We may change these Terms. For a material change we will email administrators and show a notice in the Service at least 30 days before it takes effect. For a workspace on a paid plan it applies from the later of the stated effective date and the start of your next paid period. For a Free, trial or billing-exempt workspace it applies from the stated effective date. If you do not accept a material change, you may cancel under Section 5.4 before it applies and ask us to credit the prepaid fees for the unused part of your period against a future payment. A change required by law or needed to address a security risk may take effect sooner. Continuing to use the Service after a change takes effect means you accept it.

19.2 Version history

The version number and effective date appear at the top of this page, and a version history summarising every published version, including non-material changes, appears at the end.

20. Governing law and disputes

In short: Kenyan law applies. We talk first, then arbitrate in Nairobi, but consumers keep their right to go to court.

20.1 Governing law

These Terms and any dispute arising from them or from the Service are governed by the laws of the Republic of Kenya.

20.2 Talking first

If a dispute arises, either party must first send the other a written notice describing it, and senior representatives of both parties will try in good faith to resolve it within 30 days before either starts arbitration.

20.3 Arbitration

A dispute not resolved under Section 20.2 shall be referred to and finally resolved by a single arbitrator under the Arbitration Act 1995. If the parties cannot agree on the arbitrator within 14 days of one party asking, the Chairperson of the Chartered Institute of Arbitrators, Kenya Branch, shall appoint one. The seat shall be Nairobi and the language English, and the award shall be final and binding.

20.4 Consumer rights preserved

Section 20.3 does not prevent a consumer under the Consumer Protection Act 2012 from exercising any non-excludable right under that Act, including the right under s.88 to bring an action in the Kenyan courts and the right under s.4 to take part in class proceedings. Nothing in these Terms waives class proceedings, and nothing prevents either party from bringing a claim in a Kenyan court where the law does not allow it to be arbitrated.

20.5 Urgent relief

Either party may apply to a court of competent jurisdiction at any time for an injunction or other urgent relief to protect its intellectual property or Confidential Information, or to stop a breach of Section 7.

21. General

In short: The usual contract rules: how we send notices, what happens if something is outside our control, and how the parties relate.

Notices. We give you notice by email to the administrator addresses on your workspace, and important notices also appear in the Service. You give us notice by email to support.ivms@smartcensetec.com.

Assignment. You may not transfer these Terms or your workspace to another business without our written consent; we will act reasonably when you ask. We may transfer these Terms to a successor that takes over the Service.

Events outside our control. Neither party is liable for a failure or delay caused by events beyond its reasonable control, including outages of mobile-money, telecommunications, payment or cloud-hosting providers, power failures, government action, epidemics and civil unrest. Payment for services already delivered is not excused.

Severability. If any part of these Terms is found invalid or unenforceable, that part is applied to the extent the law allows, or removed, and the rest continues in force.

Entire agreement. These Terms and the documents listed in Section 1.3 are the whole agreement between you and us about the Service and replace earlier discussions. Marketing statements on our website or pricing pages are not part of it unless repeated here or in an Order Form.

No waiver. A party that does not enforce a right immediately does not give it up.

Third parties. No one other than you and us has any right under these Terms, except that our staff may rely on Section 18.1.

Language. These Terms are written in English, and the English version governs any translation.

Sanctions and anti-bribery. Each party confirms that it is not subject to sanctions that would prohibit this agreement and that it will comply with the Bribery Act 2016.

Relationship. We are independent contractors; nothing in these Terms creates a partnership, agency, joint venture or employment relationship, and neither party may bind the other.

If you have a question about these Terms, email support.ivms@smartcensetec.com.