Terms of Service

These Terms form a binding agreement between Bookkeeper ChapChap Limited ("ChapChap", "we", "us" or "our") and the person or entity using the Services ("Customer", "you" or "your"). Please read them carefully.

1. Acceptance and authority

By tapping "Accept", creating an Account, downloading or using the Services, you agree to these Terms and acknowledge our Privacy Policy. If you use the Services for a business or other entity, you confirm that you are authorized to bind that entity; in that case, "you" means that entity. If you do not agree, do not create an Account or use the Services.

You must be at least 18 years old and legally capable of entering a contract. These Terms apply from the earlier of the date you accept them or first use the Services.

2. The Services

Bookkeeper ChapChap provides subscription-based software for bookkeeping, sales recording, inventory management, cash-flow tracking, supplier management, transaction viewing, business summaries, profit indicators, analytics and reports (the "Services"). Features may vary by plan, country, device, language, availability and release version.

The Services are tools that process information you enter or connect. They do not replace professional judgement and do not constitute accounting, audit, assurance, tax, legal, investment, banking, lending or financial advice. Unless we separately agree in writing, we do not act as your accountant, bookkeeper of record, tax agent, auditor, fiduciary or custodian of money.

3. Account registration and security

Provide accurate, current and complete registration, billing and business information, and keep it updated.

Keep passwords, PINs, one-time codes and devices secure. Do not share credentials except with authorized users under your control.

You are responsible for activity under your Account and for the permissions you grant to staff, agents and advisers.

Notify us promptly at bkchapchap@gmail.com if you suspect unauthorized access or loss of credentials.

We may require identity, business or payment verification where reasonably necessary to protect the Services, comply with law or prevent fraud.

4. Subscription, fees and taxes

Plans, prices, billing periods, included features and usage limits are shown in the App or order screen before purchase. Fees are charged in advance unless stated otherwise. You authorize us and our payment providers to charge the selected payment method, including applicable taxes and recurring renewal fees.

Subscriptions renew automatically for successive periods equal to the initial billing period unless you cancel before the renewal date. Cancellation takes effect at the end of the paid period, and access continues until then unless law requires otherwise.

Fees are non-refundable except where these Terms, the purchase screen or mandatory law provide otherwise. We may change prices on at least 30 days' prior notice; a price change applies from the next renewal after the notice period. If you do not agree, you may cancel before renewal.

You are responsible for taxes, levies, duties, data charges, bank charges and mobile-money charges arising from your purchase or use, except taxes on our net income. Failed or overdue payments may result in reasonable collection steps or suspension after notice.

5. Licence and permitted use

During an active subscription, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business operations in accordance with your plan and these Terms. You may allow your employees, contractors and professional advisers to use the Services only for your benefit and under your responsibility.

You must not:

• copy, sell, resell, sublicense, rent or commercially exploit the Services except as expressly permitted;
• reverse engineer, decompile, bypass security, probe vulnerabilities or attempt to discover source code except to the limited extent law expressly permits;
• interfere with availability, introduce malware, scrape at unreasonable scale, or use automated access outside supported interfaces;
• use the Services for unlawful, fraudulent, deceptive or infringing activity, or to store unlawful or harmful content;
• access another customer's data or misrepresent identity, authority, transactions or financial records; or
• remove proprietary notices or use the Services to build a substantially similar competing product using our confidential information.

6. Customer Data

"Customer Data" means information, records, content and files that you or your authorized users submit, import, generate or connect through the Services, including transaction, inventory, supplier, customer and employee information. As between you and us, you retain ownership of Customer Data.

You grant us and our service providers a worldwide, non-exclusive license to host, copy, transmit, process, display, back up and otherwise use Customer Data only as needed to provide, secure, support and improve the Services, comply with law and enforce these Terms. This license ends when Customer Data is deleted from our systems, subject to backup cycles and legal retention duties.

You are responsible for the accuracy, quality, legality and source of Customer Data; obtaining all notices, consents and permissions required to process it; configuring user access; and keeping independent copies of records that law or prudent business practice requires you to retain.

Where we process personal data for you as a processor or service provider, you are the controller or responsible party unless law provides otherwise. Our Privacy Policy explains processing for our own purposes. A separate data-processing agreement may apply where required.

We may create aggregated or de-identified information that does not reasonably identify you or any individual, and use it to operate, analyze, secure and improve the Services and develop benchmarks, subject to applicable law.

7. Confidentiality and security

Each party will protect the other's non-public confidential information using reasonable care and use it only for this agreement. Confidential information does not include information that is public without breach, already lawfully known, independently developed, or lawfully received without duty of confidence. A party may disclose information where required by law after giving notice where legally permitted.

We use reasonable administrative, technical and organizational safeguards appropriate to the Services. No internet or storage system is completely secure, and we do not guarantee that unauthorized access, loss or disruption will never occur. You must use available security controls and promptly install updates.

8. Accuracy, reports and business decisions

Reports, profit figures, cash-flow views, inventory balances, forecasts, summaries and analytics depend on Customer Data, settings, integrations, assumptions and timing. They may contain errors, omissions, delays or estimates. You must review and reconcile outputs against source documents, physical inventory, bank or mobile-money statements and applicable accounting and tax requirements before relying on them.

You remain solely responsible for business decisions, filings, payments, statutory records, stock counts, credit decisions and compliance obligations. Consult a qualified professional where appropriate. The Services do not guarantee profit, savings, tax compliance, financing, business performance or error-free records.

9. Third-party services and integrations

The Services may connect to app stores, payment processors, mobile-money providers, banks, messaging services, tax platforms or other third parties. Their terms, privacy practices, fees, availability and accuracy are controlled by them. Authorizing an integration instructs us to exchange relevant data with that provider. We are not responsible for third-party services, but this does not exclude responsibility that law does not permit us to exclude.

10. Service availability, support and changes

We aim to keep the Services available but do not promise uninterrupted operation. Maintenance, connectivity, device limitations, third-party failures, security events and events beyond reasonable control may affect availability.

We may update, improve, replace or discontinue features. If a change materially reduces the core paid functionality during a current billing period, we will give reasonable notice where practicable and provide any remedy required by law. We may release beta or preview features that are optional and may be changed or withdrawn at any time.

11. Intellectual property and feedback

We and our licensors own the Services, software, interfaces, documentation, designs, trade marks and related intellectual property, excluding Customer Data. No rights are granted except the limited license in these Terms. If you provide suggestions or feedback, you grant us a perpetual, worldwide, royalty-free right to use it without restriction or obligation, provided we do not identify you publicly without permission.

12. Suspension

We may suspend access where reasonably necessary to address a security risk, suspected fraud, unlawful use, material breach, non-payment, harm to other users or systems, or a binding legal request. Where appropriate and lawful, we will give notice and a reasonable opportunity to remedy the issue. We will limit suspension in scope and duration where reasonably practicable.

13. Termination and data export

You may stop using the Services at any time and may cancel as described in section 4. Either party may terminate for a material breach that is not cured within 14 days after written notice, or immediately if the breach cannot be cured, insolvency occurs, or law requires termination.

After termination or expiry, your license ends and access may stop. For 30 days, you may request or use available tools to export Customer Data in our then-supported format, unless access was terminated for unlawful conduct or we are legally prohibited. After that period, we may delete Customer Data, subject to backups, legal holds and retention duties. Export formats may not reproduce all layouts, formulas, settings or third-party data. You should export and retain required records before cancellation.

Sections intended by their nature to survive will survive, including fees owed, intellectual property, confidentiality, disclaimers, liability, indemnity, dispute terms and general provisions.

14. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care. Except for this express warranty and any rights that cannot lawfully be excluded, the Services are provided "as is" and "as available". We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement and that the Services will be uninterrupted, error-free or meet every legal, accounting, tax or business requirement.

Nothing in these Terms excludes statutory guarantees, remedies or consumer rights that cannot lawfully be excluded or limited.

15. Indemnity

To the extent permitted by law, you will defend, indemnify and hold us and our officers, employees and contractors harmless from third-party claims, losses and reasonable costs arising from Customer Data, your unlawful or unauthorized use, your breach of section 5 or 6, or your violation of another person's rights. This obligation does not apply to the extent a claim was caused by our breach, negligence or willful misconduct. We will promptly notify you and allow you to control the defense, subject to our right to participate and approve any settlement that admits fault or imposes obligations on us.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profits, revenue, goodwill, opportunity or anticipated savings, arising from these Terms, even if advised that such loss was possible. This exclusion does not apply where mandatory law provides otherwise.

To the maximum extent permitted by law, each party's total aggregate liability arising from the Services and these Terms will not exceed the fees paid or payable by you for the Services during the 12 months immediately before the event giving rise to the claim.

The exclusions and cap do not apply to fraud, willful misconduct, death or personal injury caused by negligence, breach of confidentiality, infringement or misappropriation of the other party's intellectual property, your payment obligations, or liability that cannot legally be excluded or limited. Liability will be reduced to the extent the other party caused or contributed to the loss.

17. Governing law and disputes

These Terms are governed by the laws of the Country where the business operates without regard to conflict-of-law rules. Before starting formal proceedings, each party will give written notice describing the dispute and allow at least 30 days for good-faith negotiation.

If the dispute is not resolved, the courts of the Country where the business operates will have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any court with jurisdiction. If you are entitled to mandatory consumer protections or to bring proceedings in another forum under applicable law, this section does not take those rights away.

18. Changes to these Terms

We may update these Terms to reflect changes in law, the Services, security or business operations. We will post the updated Terms and revise the effective date.

For material changes, we will provide reasonable advance notice through the App, email or another appropriate channel. Changes apply prospectively. If you do not agree to a material change, you may cancel before it takes effect. Continued use after the effective date constitutes acceptance where permitted by law.

19. Notices

We may send operational and legal notices to the email address, phone number or in-App inbox linked to your Account or post them in Services. Notices to us must be sent to P.O. Box 68254 00200, Nairobi, email: bkchapchap@gmail.com. Notices are effective when delivered, except where law requires another method or timing.

20. General terms

Neither party may assign these Terms without the other's prior written consent, except that we may assign them to an affiliate or in connection with a merger, reorganization, financing or sale of all or substantially all relevant assets, provided the assignee assumes our obligations. You may not transfer an Account to another business without our approval.

Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations. These Terms, the applicable order or plan terms, any data-processing agreement and documents expressly incorporated by reference form the entire agreement about the Services and replace prior discussions on that subject. If there is a conflict, a signed order or data-processing agreement controls for its subject matter, followed by these Terms, then in-App plan descriptions.

If any provision is unenforceable, it will be modified only as much as needed and the rest will remain effective. A waiver must be in writing and is not a continuing waiver. Headings are for convenience. The parties are independent contractors; these Terms do not create employment, partnership, agency, fiduciary or franchise relations. No third party has rights under these Terms unless mandatory law says otherwise.

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