Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern access to and use of the FundFlow platform, including all associated websites, web applications, APIs, and features (collectively, the "Service"), operated by ProSysInsights Ltd, a company incorporated in Kenya ("Company", "we", "us", or "our").

By accessing the Service, clicking "I agree", completing registration, or using the Service on behalf of an organisation, you ("Subscriber" or "you") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accepting on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

2. Definitions

3. The Service

3.1 Description

FundFlow is a financial governance and spend automation platform that enables organisations to manage fund requests, multi-level approval workflows, receipt reconciliation, departmental budgets, and financial reporting.

3.2 Service Availability

We aim to maintain Service availability of 99.5% uptime per calendar month, excluding scheduled maintenance and events outside our reasonable control. We will provide reasonable advance notice of scheduled downtime via the platform or email.

3.3 Service Modifications

We reserve the right to add, modify, or remove features of the Service at any time. We will endeavour to provide reasonable notice of material changes. Continued use of the Service following any change constitutes acceptance of that change.

3.4 Beta Features

We may offer features labelled "Beta" or "Preview". These features are provided without warranty and may be modified or withdrawn at any time without notice.

4. Account Registration

4.1 Eligibility

The Service is intended for use by organisations and individuals acting in a professional or business capacity. You must be at least 18 years of age to create an account. By registering, you confirm you meet these requirements.

4.2 Account Accuracy

You must provide accurate, current, and complete information during registration and keep it updated. We may suspend or terminate accounts based on false or misleading information.

4.3 Account Security

You are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under your account. You must notify us immediately at support@fundflow.co.ke if you suspect unauthorised access. We are not liable for losses arising from unauthorised use of your credentials.

4.4 Administrator Responsibilities

Subscriber administrators are responsible for managing User access within their workspace, including provisioning, de-provisioning, and assigning appropriate roles. Subscribers are liable for their Users' compliance with these Terms.

5. Subscription and Billing

5.1 Subscription Plans

Access to the Service requires a paid Subscription Plan. Current plans, pricing, and feature entitlements are published on fundflow.co.ke and confirmed in your order form or invoice. Pricing is denominated in Kenya Shillings (KES) unless otherwise agreed in writing.

5.2 Payment Terms

• Subscription fees are due in advance of each billing period (monthly or annual, as selected).
• Annual plans require full payment at the start of the subscription year.
• Invoices are issued by ProSysInsights Ltd. Payment must be made within 14 days of invoice date unless otherwise agreed.
• Late payments may attract interest at the rate prescribed under the Kenya Late Payment (Prohibition) Act or as stated on the invoice.

5.3 Setup Fees

A one-time setup fee applies to new subscriptions as set out in the pricing schedule. Setup fees are non-refundable.

5.4 Taxes

All fees are exclusive of applicable taxes, including Value Added Tax (VAT) as applicable under Kenyan law. The Subscriber is responsible for all taxes applicable to its use of the Service in its jurisdiction.

5.5 Price Changes

We reserve the right to change Subscription Plan pricing. We will give at least 30 days' written notice before a price increase takes effect. Price changes will not apply to the current subscription period already paid for.

5.6 Refund Policy

Subscription fees are non-refundable except as required by applicable law or where ProSysInsights Ltd is in material breach of these Terms. Setup fees are non-refundable in all circumstances.

6. Acceptable Use

6.1 Permitted Use

You may use the Service only for lawful business purposes and only in accordance with these Terms. You will use the Service solely for your organisation's internal fund management and financial governance operations.

6.2 Prohibited Activities

You must not:

• Use the Service for any unlawful purpose or in violation of Kenyan law or any other applicable law;
• Submit fund requests or financial records that are false, fraudulent, or intentionally misleading;
• Attempt to gain unauthorised access to any part of the Service, other Subscribers' data, or underlying infrastructure;
• Interfere with, disrupt, or overload the Service or its servers;
• Reverse engineer, decompile, or disassemble any part of the Service;
• Resell, sublicense, or provide access to the Service to third parties outside your organisation without our prior written consent;
• Scrape or systematically extract data from the Service by automated means;
• Use the Service to store or transmit malicious code, malware, or harmful content;
• Attempt to circumvent any access controls, rate limits, or security features; or
• Use the Service in any way that could bring ProSysInsights Ltd or FundFlow into disrepute.

6.3 Financial Compliance

The Service provides tools to record and manage internal financial workflows. The Subscriber remains solely responsible for ensuring its use of the Service complies with applicable financial regulations, tax laws (including obligations under the Kenya Revenue Authority), accounting standards, and internal financial controls. FundFlow reports and exports are intended to assist the Subscriber's own compliance processes — they do not constitute audited financial statements or tax advice.

7. Data Ownership and Privacy

7.1 Subscriber Data Ownership

All Subscriber Data remains the property of the Subscriber. We claim no ownership rights over Subscriber Data. By using the Service, you grant ProSysInsights Ltd a limited, non-exclusive licence to host, store, process, and display Subscriber Data solely for the purpose of providing the Service to you.

7.2 Data Processing

We process personal data within Subscriber Data as a Data Processor on behalf of the Subscriber (who acts as Data Controller for their employees' data). Our processing is governed by our Privacy Policy and the applicable data protection laws including the Kenya Data Protection Act 2019.

7.3 Data Portability

During the term of your subscription, you may export Subscriber Data from the Service in CSV or PDF format using the platform's built-in export features. Upon termination, we will make Subscriber Data available for export for a period of 30 days following termination, after which it will be deleted or anonymised in accordance with our data retention schedule.

7.4 Anonymised Analytics

We may use anonymised, aggregated data derived from the Service (from which individual organisations and persons cannot be identified) to analyse usage patterns, improve the Service, and develop new features. Such anonymised data is not Subscriber Data and does not belong to the Subscriber.

8. Intellectual Property

8.1 Our IP

The Service, including all software, source code, designs, trademarks, logos, documentation, and content (excluding Subscriber Data) is owned by or licensed to ProSysInsights Ltd and is protected by Kenyan and international intellectual property laws. Nothing in these Terms transfers ownership of our IP to you.

8.2 Licence Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service during the subscription term solely for your organisation's internal business operations.

8.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant ProSysInsights Ltd a perpetual, irrevocable, royalty-free licence to use, incorporate, and commercialise that Feedback without restriction or obligation to you.

9. Confidentiality

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Subscriber Data is the Subscriber's Confidential Information. Our pricing, technical architecture, and unreleased roadmap are our Confidential Information.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use Confidential Information only to exercise rights and fulfil obligations under these Terms; and (c) not disclose Confidential Information to third parties without prior written consent, except to employees or contractors with a need to know who are bound by equivalent obligations.

These obligations do not apply to information that is (i) publicly known through no breach of these Terms, (ii) independently developed, (iii) rightfully received from a third party without restriction, or (iv) required to be disclosed by law or court order (with prompt prior notice where legally permitted).

10. Warranties and Disclaimers

10.1 Our Warranty

We warrant that: (a) the Service will perform materially in accordance with its documentation; (b) we will use commercially reasonable efforts to keep the Service free from malware; and (c) we will process personal data in accordance with applicable data protection law.

10.2 Disclaimers

FundFlow is a workflow and record-keeping tool. It does not provide financial, legal, tax, or accounting advice. Rely on qualified professionals for such advice.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Exclusion of consequential loss: Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, business interruption, or the cost of substitute services, even if advised of the possibility of such damages.
2. Cap on liability: ProSysInsights Ltd's total aggregate liability to the Subscriber arising out of or related to these Terms or the Service, whether in contract, tort (including negligence), or otherwise, will not exceed the total fees paid by the Subscriber in the 12 months immediately preceding the event giving rise to the claim.
3. Exceptions: The limitations above do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) the indemnification obligations in Section 12; or (d) any liability that cannot be excluded under applicable Kenyan law.

12. Indemnification

The Subscriber agrees to indemnify, defend, and hold harmless ProSysInsights Ltd and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Subscriber's or its Users' use of the Service in breach of these Terms;
• Subscriber Data infringing a third party's intellectual property rights or violating applicable law;
• The Subscriber's violation of any applicable financial regulation or tax obligation; or
• Any misrepresentation made by the Subscriber in connection with these Terms.

ProSysInsights Ltd will: (a) promptly notify the Subscriber of any claim; (b) give the Subscriber control of the defence and settlement (provided settlement does not impose liability on the Company); and (c) provide reasonable cooperation at the Subscriber's expense.

13. Suspension and Termination

13.1 Termination by Subscriber

The Subscriber may terminate their subscription at any time by giving 30 days' written notice to support@fundflow.co.ke. Termination takes effect at the end of the current billing period. No refund will be issued for the remainder of a prepaid period.

13.2 Termination by ProSysInsights Ltd

We may terminate a subscription immediately and without liability if:

• The Subscriber is in material breach of these Terms and has not remedied the breach within 14 days of written notice;
• The Subscriber fails to pay any amount due within 21 days of the due date;
• The Subscriber becomes insolvent, enters administration, or is wound up; or
• We are required to do so by law or court order.

We may also terminate any subscription with 60 days' written notice without cause, in which case we will refund a pro-rated portion of any prepaid fees covering the period after termination.

13.3 Suspension

We reserve the right to suspend access to the Service (without terminating the subscription) if we reasonably believe the Subscriber's use poses a security risk, violates these Terms, or is required for legal compliance. We will provide reasonable notice before suspension unless emergency circumstances prevent this.

13.4 Effect of Termination

On termination: (a) all licences granted to the Subscriber cease; (b) outstanding fees become immediately due and payable; (c) each party returns or destroys the other's Confidential Information; and (d) the Company will make Subscriber Data available for export for 30 days before secure deletion. Sections 7.1, 8.1, 9, 11, 12, 14, and 16 survive termination.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law principles.

14.2 Negotiation

The parties agree to first attempt to resolve any dispute, claim, or controversy arising from or relating to these Terms or the Service ("Dispute") through good-faith negotiation for a period of 30 days from the date one party notifies the other in writing of the Dispute.

14.3 Arbitration

If a Dispute is not resolved through negotiation, it will be finally settled by binding arbitration in Nairobi, Kenya in accordance with the Arbitration Act (Cap. 49, Laws of Kenya) and the Nairobi Centre for International Arbitration (NCIA) Rules then in effect. The arbitration will be conducted in English. The arbitral award will be final and binding and may be enforced by any court of competent jurisdiction.

14.4 Injunctive Relief

Notwithstanding Section 14.3, either party may seek urgent injunctive or other equitable relief from a competent court to prevent irreparable harm pending arbitration.

14.5 Consumer Rights

Nothing in these Terms limits any rights you may have under mandatory provisions of Kenyan consumer protection legislation that cannot be excluded or restricted by contract.

15. Force Majeure

Neither party will be in breach of these Terms or liable for any delay or failure to perform any obligation (other than payment obligations) to the extent that the delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, governmental actions, natural disasters, internet outages, pandemic, or failure of third-party infrastructure providers.

The affected party must: (a) promptly notify the other party; (b) use reasonable efforts to minimise the impact; and (c) resume performance as soon as reasonably practicable. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected subscription on written notice without penalty.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, invoice, or subscription confirmation, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements, representations, and understandings.

16.2 Amendments

We may update these Terms from time to time. For material changes, we will notify Subscriber administrators by email at least 30 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance. If you disagree with a material change, you may terminate your subscription before the change takes effect.

16.3 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver must be in writing to be effective.

16.4 Severability

If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

16.5 Assignment

The Subscriber may not assign or transfer any rights or obligations under these Terms without our prior written consent. ProSysInsights Ltd may assign these Terms to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the Subscriber.

16.6 No Partnership

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party may bind the other without the other's express written consent.

16.7 Notices

Notices under these Terms must be in writing and delivered by email (with delivery receipt or read receipt as confirmation) or by registered post to the addresses provided in the subscription registration. Notices to ProSysInsights Ltd must be sent to legal@fundflow.co.ke.

16.8 Language

These Terms are written in English. In the event of any conflict between an English version and a translated version, the English version will prevail.

17. Contact

For legal notices and contractual enquiries:

ProSysInsights Ltd
Email: legal@fundflow.co.ke
Support: support@fundflow.co.ke
Website: fundflow.co.ke