Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the SFA Platform("Platform", "Service"), a cloud-based, multi-tenant Sales Force Automation software-as-a-service ("SaaS") application provided by Vector Automation Systems Ltd ("VAS", "Company", "we", "us", or "our"), a private limited company incorporated and registered in the Republic of Kenya, with its principal place of business in Nairobi, Kenya, and trading website www.vasmetering.com.

By accessing, registering for, or using the Platform, you ("User", "you", "your", or "Subscriber") agree to be bound by these Terms, together with our Privacy Policy and Cookie Policy, which are incorporated by reference. If you are using the Platform on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. If you do not agree with any part of these Terms, you must not use the Platform.

1. Definitions

• "Tenant" means an organization, business, or other entity that has registered an account on the Platform.
• "Authorized User"means any individual granted access to a Tenant's workspace by a Tenant administrator.
• "Content" means all data, text, files, images, and other information uploaded to or generated within the Platform by you or your Authorized Users.
• "Subscription" means the paid or trial access plan under which a Tenant uses the Platform, including any add-on usage tiers.
• "Personal Data" has the meaning given under the Kenya Data Protection Act, 2019, and where applicable the EU General Data Protection Regulation.
• "Roadmap Feature" means a Platform capability that is announced or scaffolded but not yet in general availability, as identified in Section 10.

2. Account Registration and Eligibility

2.1. You must be at least 18 years of age and legally capable of entering into a binding contract under the laws of Kenya.

2.2. You must provide accurate, current, and complete registration information — including organization name, contact email, phone number, and billing details — and maintain that information throughout your use of the Platform.

2.3. The first user to register an organization becomes its Tenant administrator and is responsible for inviting, configuring roles for, and removing other Authorized Users. Each Authorized User is bound by these Terms.

2.4. You are responsible for safeguarding your authentication credentials. You must notify VAS at info@vasmetering.com immediately if you become aware of any unauthorized access to your account.

2.5. VAS reserves the right to refuse registration, or to suspend or terminate any account at its sole discretion if these Terms are violated.

3. Subscription Plans and Free Trial

3.1. The Platform offers a 14-day free trial to new Tenants. No credit card is required to start a trial. At the end of the trial, access to the Platform will be restricted unless a paid subscription is activated.

3.2. Paid subscription plans, pricing, billing cycles, and included features are published on the Platform's landing page and within the in-app billing section. Prices are displayed in Kenya Shillings (KES) and are exclusive of applicable taxes unless stated otherwise.

3.3. VAS reserves the right to modify subscription pricing with at least 30 days' prior notice to existing subscribers. Price changes take effect at the start of the next billing cycle.

3.4. Subscriptions automatically renew for successive terms unless cancelled before the end of the current billing period via the billing settings or by written request to info@vasmetering.com.

3.5. In addition to base subscriptions, the Platform offers usage-based notification tiers(Starter, Growth, Enterprise) providing quotas for email, SMS, WhatsApp, webhook, and push-notification channels. Overage charges apply when quotas are exceeded, calculated at the rates published in the Platform's billing section.

4. Payment Terms

4.1. Subscription billing is currently handled through manual invoicingissued directly by VAS. Self-serve, automated payment methods — including M-Pesa (Safaricom PayBill / STK Push) and automated bank-transfer reconciliation(I&M Bank, Kenya) — are Roadmap Features (see Section 10) and will be enabled in the in-app billing section at general availability. Until then, invoice and payment instructions are communicated directly to Tenant administrators by email.

4.2. All subscription fees are payable in advance for the applicable billing period. Failure to pay within 7 days of the due date may result in account suspension. Data is retained during suspension for the period set out in the Privacy Policy.

4.3. Payments are non-refundable except where required by applicable law or granted at VAS's sole discretion.

4.4. VAS will send payment reminders at 30, 14, 7, 3, and 1 day(s) before subscription expiry via configured notification channels (email, webhook, and — once available — SMS).

4.5. You are responsible for all taxes, duties, levies, or similar charges imposed by any governmental authority in connection with your use of the Platform, except taxes on VAS's net income.

5. Data Ownership and Tenant Isolation

5.1. Your Content remains yours. VAS does not claim ownership of any Content you upload, create, or store on the Platform. You grant VAS a limited, non-exclusive, royalty-free licence to host, copy, process, and transmit Content solely to provide and improve the Service.

5.2. The Platform operates a multi-tenant architecturewith strict logical data isolation. Each Tenant's data resides under a tenant-scoped path (for example /tenants/{tenantId}/...) and is inaccessible to other Tenants via the Platform.

5.3. VAS enforces isolation through server-side authentication checks, role-based access control (RBAC with five tiers: Admin, Manager, Supervisor, Sales Rep, Viewer), Firestore Security Rules, and Realtime Database Rules.

5.4. Data export and deletion on termination. Upon account termination or non-renewal, VAS will retain your data for 90 days in a read-only state to allow data export in a structured, machine-readable format (CSV / JSON). After 90 days, data is permanently deleted except where retention is required by law (for example tax records under KRA regulations).

6. Location Data, GPS and Geofencing

6.1. No continuous tracking. The Platform does not perform live or continuous GPS surveillance of Authorized Users. Where enabled, geolocation data (latitude, longitude, accuracy) is captured only at specific points of action: client enrollment, order creation, visit check-in, and visit check-out.

6.2. Location data is captured using the device's GPS sensor through the browser Geolocation API, with IP-based fallback to city-level accuracy when GPS is unavailable.

6.3. The Platform supports configurable geofencing for visit check-ins. Tenant administrators may select enforcement modes (off, warn, or enforce) and define acceptable radius thresholds. When enforcement is active, field agents must be within the configured radius of a client's registered location to complete a check-in.

6.4. The Tenant administrator is responsible for informing Authorized Users that location data is captured as part of their field operations, for obtaining any consents required by applicable labour, employment, or data-protection law, and for ensuring any Platform use complies with Kenya Employment Act 2007 and the Kenya Data Protection Act 2019.

6.5. General availability. The broader GPS-tracking and geofencing feature set is a Roadmap Feature (see Section 10) and will be activated for Tenants on a rolling basis. These Terms shall govern the feature from the moment it becomes available to your Tenant.

7. Acceptable Use

You agree not to, and will ensure your Authorized Users do not:

• Use the Platform for any unlawful purpose or in violation of applicable laws of Kenya or any other jurisdiction.
• Attempt to gain unauthorized access to other Tenants' data, VAS's infrastructure, or any part of the Platform not intended for your access.
• Upload, transmit, or distribute malicious code, viruses, ransomware, or any harmful content.
• Use the Platform to send spam, phishing, fraudulent messages, or other unsolicited communications via the notification channels.
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by law.
• Resell, sublicense, white-label, or redistribute the Platform or access to it without a separate written agreement with VAS.
• Exceed published API rate limits or use the Platform in a manner that degrades performance for other Tenants.
• Use the Platform to process Personal Data of data subjects located in jurisdictions for which you have not established a lawful basis for processing.

8. API Access, Webhooks and Integrations

8.1. The Platform provides a RESTful API (v1), a Model Context Protocol (MCP) server for AI-agent integration, and an outbound webhook delivery system. API access is governed by API keys with scoped permissions; webhook payloads are signed with HMAC-SHA256, and receivers must verify the X-SFA-Signature header before processing.

8.2. API rate limits are tiered by subscription plan. Exceeding rate limits may result in HTTP 429 responses, temporary throttling, or suspension of API access.

8.3. Webhook endpoints configured by Tenants must use HTTPS. Webhooks that fail repeatedly are automatically disabled after a configurable failure threshold. VAS is not responsible for the security of Tenant-operated receiving endpoints.

8.4. The Platform supports integration with KRA eTIMS (VSCU API) for electronic tax invoice submission in Kenya. Tenant administrators are solely responsible for configuring valid eTIMS credentials, for the accuracy of tax data submitted, and for compliance with Kenya Revenue Authority requirements.

8.5. The Platform supports SMS deliveryvia Africa's Talking, Twilio, and custom webhook providers. SMS sending is subject to the usage-based notification tier quotas described in Section 3.5.

9. Service Availability and Offline Functionality

9.1. VAS aims to maintain 99.9% monthly uptime for production services but does not guarantee uninterrupted service. Planned maintenance windows will be communicated via the Platform and the configured status channels at least 48 hours in advance where practicable.

9.2. The Platform is a Progressive Web App (PWA) with offline-first functionality. Data created offline is stored locally using IndexedDB and the browser's offline queue, and is automatically synchronized when connectivity is restored.

9.3. VAS is not liable for data loss resulting from extended offline periods, device failure, device loss, user error during offline operation, or failure to synchronise before clearing browser data.

10. Feature Availability and Roadmap

The Platform is actively developed. Some features are announced or scaffolded but not yet in general availability. The following are Roadmap Features at the effective date of these Terms:

10.1. VAS makes no representation that Roadmap Features will be delivered on any specific timeline or in any specific form. Marketing, documentation, or in-app materials that reference Roadmap Features are forward-looking and not binding commitments.

10.2. Once a Roadmap Feature enters general availability and is enabled for your Tenant, it becomes part of the Service and is governed by these Terms. Additional usage-based charges (for example M-Pesa transaction fees or AI inference charges) may apply and will be disclosed in the in-app billing section before enablement.

10.3. VAS may, at its sole discretion, modify, discontinue, or reschedule any Roadmap Feature without liability.

11. Intellectual Property

11.1. The Platform, including its design, code, branding, trademarks, logos, documentation, and all related intellectual property, is owned by Vector Automation Systems Ltd and protected by copyright, trademark, and other intellectual property laws of Kenya and international treaties.

11.2. These Terms do not grant you any right, title, or interest in the Platform beyond a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for the duration of your Subscription and solely for your own internal business purposes.

11.3. Any feedback, suggestions, or ideas you provide to VAS regarding the Platform may be used by VAS without obligation or compensation to you.

12. Limitation of Liability

12.1. To the maximum extent permitted by the laws of Kenya, VAS and its directors, officers, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or loss of goodwill, arising out of or related to your use of the Platform.

12.2. VAS's total aggregate liability for any claim arising out of or relating to these Terms or the Service shall not exceed the total amounts paid by you to VAS in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3. VAS does not warrant that the Platform will meet all your requirements, operate uninterrupted or error-free, or that any defects will be corrected within a specific timeframe. The Platform is provided on an "as is" and "as available" basis to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless VAS, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any rights of a third party, including intellectual property or privacy rights; or (d) any Content you upload to the Platform.

14. Termination

14.1. By you. You may cancel your Subscription at any time through the in-app billing settings or by written notice to info@vasmetering.com. Cancellation takes effect at the end of the current billing period.

14.2. By VAS.VAS may suspend or terminate your account immediately if you: (a) breach these Terms; (b) fail to pay subscription fees within the grace period; (c) engage in activities that threaten the Platform's integrity or other users' experience; or (d) if required by court order or applicable law.

14.3. Upon termination, your right to access the Platform ceases immediately, subject to the 90-day data-retention window in Section 5.4. Sections 5 (Data Ownership), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Governing Law) survive termination.

15. Third-Party Services

The Platform integrates with third-party services including but not limited to:

• Google Firebase— authentication, Cloud Firestore database, Realtime Database, Analytics, Crashlytics, and Cloud Messaging.
• OpenStreetMap / Leaflet— mapping, geocoding (Nominatim), and territory visualisation.
• Safaricom M-Pesa (Daraja API)— mobile-money payment processing (Roadmap Feature; see Section 10).
• I&M Bank (Kenya)— banking partner for manual invoice payments today and for automated bank-transfer reconciliation at general availability (Roadmap Feature; see Section 10).
• Africa's Talking— SMS delivery for the East African market.
• Twilio— SMS delivery (optional provider).
• KRA eTIMS (VSCU API)— electronic tax invoice submission to Kenya Revenue Authority.

Your use of these services is subject to their respective terms and privacy policies. VAS is not liable for the acts, omissions, or outages of third-party service providers.

16. Governing Law and Dispute Resolution

16.1. These Terms are governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict-of-laws rules.

16.2. Any dispute, controversy, or claim arising out of or in connection with these Terms shall first be referred to good-faith mediation under the rules of the Nairobi Centre for International Arbitration (NCIA). The parties shall share mediator fees equally.

16.3. If mediation fails to resolve the dispute within 60 days, the dispute shall be finally resolved by binding arbitration administered by the NCIA in Nairobi, Kenya, by a single arbitrator appointed under the NCIA Rules. The language of arbitration shall be English. The award shall be final and enforceable in any court of competent jurisdiction.

16.4. Nothing in this clause prevents either party from seeking injunctive, urgent, or other equitable relief from the courts of Kenya.

17. Modifications to Terms

VAS reserves the right to modify these Terms at any time. Material changes will be communicated via the Platform and/or by email to Tenant administrators at least 30 days before they take effect. Continued use of the Platform after the effective date of modifications constitutes acceptance of the revised Terms. If you do not agree with the changes, you must cease using the Platform before the effective date.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court or arbitral tribunal of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions continue in full force and effect.

19. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any order form or subscription agreement executed between you and VAS, constitute the entire agreement between the parties regarding your use of the Platform and supersede all prior agreements, representations, and understandings.

20. Contact Information

If you have questions about these Terms, please contact us:

• Company:Vector Automation Systems Ltd ("VAS")
• Website: www.vasmetering.com
• Email: info@vasmetering.com
• Phone: +254 700 877 949
• Registered address: Nairobi, Republic of Kenya