These Terms of Use ("Terms") govern access to and use of all websites, software, platforms, systems, applications, content, and services provided by Sibasi Ltd ("Sibasi", "we", "us", or "our").

These Terms of Use are expressly incorporated into, and form an integral and binding extension of, Sibasi Ltd's Privacy Policy, Legal Terms & Policies, Data Processing Agreement (where applicable), and any other legal notices or policies issued by Sibasi (collectively, the "Legal Documents").

By accessing or using the Services, you ("Client", "User", or "you") agree to be bound by these Terms together with the Legal Documents, which operate as a single contractual framework governing your relationship with Sibasi Ltd. If you do not agree, you must not access or use the Services.

Legal Entity: Sibasi Ltd

Incorporation: Republic of Kenya

Registered Address:
P.O. Box 37602-00100
Nairobi, Kenya

[email protected]

Sibasi provides, without limitation:

• Cloud-based software services (SaaS)
• On-premise and hybrid enterprise systems
• Intelligent business platforms
• Advisory, consulting, professional, and managed services
• Implementation, configuration, support, training, and maintenance

Specific services, deliverables, service levels, fees, and responsibilities are governed by separate written agreements, including Statements of Work (SOWs), Service Level Agreements (SLAs), and Data Processing Agreements (DPAs).

These Terms apply unless expressly superseded by such agreements.

You represent and warrant that:

• You have legal capacity to enter these Terms
• If acting for an organization, you have authority to bind it
• All information provided is accurate and lawful

You are responsible for:

• Safeguarding credentials
• All activity under your accounts
• Prompt notification of unauthorized access

Sibasi is not liable for losses caused by compromised credentials not resulting from Sibasi's gross negligence or willful misconduct.

You shall not:

• Use the Services unlawfully or fraudulently
• Upload malicious code or harmful content
• Circumvent security or access controls
• Interfere with system integrity or availability
• Infringe intellectual property or privacy rights

Reverse Engineering & Benchmarking Prohibited

You shall not, directly or indirectly:

• Reverse engineer, decompile, or disassemble the Services
• Inspect source code, algorithms, APIs, or internal logic
• Conduct benchmarking or performance testing without written consent
• Use the Services to develop competing products

Any advisory, consulting, professional, or implementation services are provided for general guidance only.

Sibasi does not provide legal, financial, tax, regulatory, HR, or compliance advice unless expressly agreed in writing.

All decisions made based on Sibasi's recommendations, analyses, configurations, or guidance are made at Client's sole risk, and Sibasi disclaims liability for resulting outcomes.

Personal data processing is governed by Sibasi's Privacy Policy and, where applicable, a Data Processing Agreement (DPA).

Depending on context, Sibasi acts as either:

• Data Controller; or
• Data Processor on Client instructions

Clients remain responsible for lawful processing within their environments.

Services may integrate with third-party platforms chosen by Clients.

Sibasi:

• Does not control third-party services
• Does not warrant their availability, performance, or security
• Is not liable for third-party failures, outages, or breaches

Use of third-party services is at Client's own risk and governed by their terms.

11.1 Sibasi IP

All software, platforms, methodologies, tools, documentation, and materials are Sibasi's intellectual property unless expressly agreed otherwise.

11.2 Consulting Deliverables

Unless expressly agreed in writing:

• All deliverables remain Sibasi IP
• Client receives a limited, non-exclusive, non-transferable license for internal use only
• No ownership transfer occurs without explicit agreement

11.3 Client Data

Clients retain ownership of their data and grant Sibasi a limited license to process it solely to provide the Services.

Fees and payment terms are governed by applicable agreements.

Non-payment may result in suspension or termination.

Sibasi does not guarantee uninterrupted or error-free Services.

Sibasi shall not be liable for unavailability, suspension, degradation, or interruption of Services, regardless of cause, including cloud provider failures, internet outages, or force majeure events.

All analytics, reports, dashboards, forecasts, workflows, or system-generated outputs are provided "as-is".

Clients assume all risk for decisions made based on such outputs.

Sibasi disclaims liability for consequences arising from reliance on them.

Unless expressly agreed in writing:

• Clients are responsible for maintaining backups
• Sibasi is not liable for data loss, corruption, deletion, or recovery

Audit rights, if any, must be expressly agreed in writing.

Audits:

• Must not disrupt operations
• Occur at Client's expense
• Exclude access to source code, proprietary systems, or other clients' environments

To the maximum extent permitted by law, Services are provided "as-is" and "as-available".

All implied warranties are disclaimed.

You indemnify Sibasi against claims arising from:

• Your misuse of Services
• Violations of law
• Client data or content
• Unauthorized access caused by your failures

Informal Resolution

Parties shall attempt good-faith negotiation and mediation for at least 30 days before litigation.

Class-Action Waiver

To the maximum extent permitted by law, disputes must be brought only on an individual basis.

You waive any right to participate in class, collective, representative, or consolidated actions.

These Terms are governed by the laws of the Republic of Kenya.

Kenyan courts have exclusive jurisdiction unless otherwise agreed in writing.

Sibasi may suspend or terminate Services for breach, non-payment, or legal risk.

Surviving clauses remain enforceable.

These Terms, together with applicable agreements, constitute the entire agreement between the parties.