Terms of Service

1) Scope & Agreement

These Terms apply to your use of the Services. Certain features (e.g., paid subscriptions, custom development, data processing addenda) may be governed by an Order or Master Services Agreement (“MSA”) signed by you and Asenay Tech. If there is a conflict, the Order/MSA prevails.

2) Description of Services

We provide lightweight AI solutions for SMEs, including customer chatbots, internal automations, analytics dashboards, and advisory services. We may improve or modify features over time; beta features are provided “as is.”

3) Eligibility & Accounts

• You must be at least 18 and acting for business purposes. Services are not directed to children under 16.
• You are responsible for your account, credentials, and activity. Notify us promptly of unauthorized use.

4) Acceptable Use

1. Do not violate laws or third‑party rights (privacy, IP, export, anti‑spam).
2. No unlawful content (malware; defamatory, infringing, exploitative, or illegal material).
3. No reverse‑engineering of non‑open components, benchmarking for competitive purposes without consent, or building competing services with our confidential info.
4. No interference with the Services, security bypass, or infrastructure overload.
5. Automated messaging must have proper consent, controls, and opt‑outs where required.

5) Your Data & Customer Content

• Ownership. You retain rights to your data, prompts, files, and conversation transcripts (“Customer Content”).
• License to Provide Services. You grant Asenay Tech a non‑exclusive license to host, process, transmit, and display Customer Content solely to provide and improve the Services and as permitted by law or your documented instructions.
• Personal Data. When Customer Content includes personal data, we process it as your processor under applicable law and any DPA signed with you. See our Privacy Policy.
• Responsibility. You are responsible for lawful sourcing, notices, and consents for Customer Content and data sources.
• AI Outputs. Outputs may be inaccurate or incomplete; you are responsible for review and decisions based on outputs.

6) Intellectual Property

• Our IP. We and our licensors own the Services (software, models, interfaces, docs, brand). No rights granted except as stated.
• License. During your subscription/engagement, we grant a limited, non‑exclusive, non‑transferable, non‑sublicensable license to use the Services under these Terms and any Order/MSA.
• Feedback. You grant a perpetual, irrevocable, royalty‑free license to use suggestions without restriction.

7) Third‑Party Services

Integrations and external platforms are governed by their own terms. We are not responsible for third‑party availability, security, or content.

8) Professional Services & Deliverables

Custom work (implementation, integration, advisory) is provided per Order/MSA. Unless otherwise agreed, deliverables are licensed for your internal business use with the Services.

9) Fees & Payment

Fees, billing cycles, and payment terms are stated in your Order/invoice. Unless required by law, fees are non‑refundable. Late amounts may accrue interest. You are responsible for taxes (excluding our income taxes).

10) Confidentiality

Each party will use the other’s Confidential Information only to perform under these Terms, protect it with reasonable safeguards, and not disclose it except to personnel/contractors with a need to know and similar obligations. Exclusions: information that is public, independently developed, or rightfully obtained without restriction.

11) Privacy, Security & Data Protection

We process personal data under our Privacy Policy and any DPA. You are responsible for required notices and consents for personal data you route to the Services. We implement appropriate technical and organizational measures proportionate to risk.

12) Warranties & Disclaimers

• We will provide the Services in a professional and workmanlike manner.
• EXCEPT AS STATED, THE SERVICES AND ANY OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT UNINTERRUPTED OR ERROR‑FREE OPERATION OR OUTPUT ACCURACY.

13) Limitation of Liability

• NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA, OR GOODWILL.
• EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR BREACHES OF SECTIONS 4 (ACCEPTABLE USE) OR 10 (CONFIDENTIALITY), EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE AMOUNTS PAID OR PAYABLE FOR THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

14) Indemnification

You will defend and indemnify Asenay Tech and affiliates against third‑party claims arising from (a) your misuse of the Services or breach of these Terms; (b) Customer Content or data sources you provide; or (c) your violation of law or third‑party rights.

15) Term & Termination

• These Terms apply while you use the Services. Either party may terminate for uncured material breach after 30 days’ written notice.
• We may suspend or terminate immediately for security risks, non‑payment, or unlawful activity.
• Upon termination, your license ends and you must stop using the Services. Data will be handled per retention terms and any DPA/Order.

16) Export & Sanctions

You will comply with applicable export control and sanctions laws and not use the Services in prohibited jurisdictions or for prohibited purposes.

17) Publicity

We may identify you as a customer using your name and logo unless you opt out in writing.

18) Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of Rwanda, and the courts of Kigali have exclusive jurisdiction. If you are in the EEA/UK, mandatory consumer protections (if applicable) remain unaffected. Either party may seek injunctive relief to protect IP or Confidential Information.

19) Changes

We may update these Terms from time to time. We will post updates with the “Updated” date above. Continued use constitutes acceptance.

20) Notices

Send notices to info@asenaytech.com. We may notify you via the Services, email, or your account contacts.

21) Miscellaneous

• These Terms, together with any Order/MSA and referenced policies (Privacy, Consent & Cookies), form the entire agreement.
• No liability for delays due to force majeure events beyond reasonable control.
• You may not assign these Terms without our written consent; we may assign in connection with a merger, acquisition, or asset sale.
• If any provision is unenforceable, the remainder stays in effect. No waiver by delay or omission.