General Terms of Service

2. Definitions

• "Services" means our website (https://rmsoft.rw), our software products and platforms, our developer tools, and any professional services we provide, together or separately.
• "Products" means the software we build and operate, including AuraMail, RMSoft Meet, Fleetify, RM HR, RM Docs, and any related mobile or web applications.
• "Professional Services" means work we perform for a specific client, such as Custom Software Development, Mobile Application Development, IoT Solutions, Cloud & Infrastructure Solutions, IT Consultancy, under an agreed proposal or contract.
• "Developer Tools" means our APIs, software development kits and packages (including @rmsoft/maps), API keys and related documentation.
• "Customer Data" means data, content and files you or your users submit to the Services.
• "Order" means a quotation, proposal, order form, statement of work or similar document accepted by both parties that describes the Services, scope and fees.

3. Eligibility and Accounts

You must be at least 18 years old, or the age of legal majority where you live, to use the Services. Some Products are provided to organizations, which may give their staff access under their own account.

• Provide accurate information when you register, and keep it up to date.
• Keep your credentials, passwords and API keys confidential; you are responsible for activity under your account.
• Tell us promptly at info@rmsoft.rw if you believe your account or keys have been used without permission.

4. Our Products and Services

We provide our Products under a limited, non-exclusive, non-transferable and revocable right to use them for your internal business purposes, for the term and within the limits (such as users, devices or usage volumes) set out in your Order or plan.

We continually improve our Services. We may add, change or retire features, provided that we do not materially reduce the core functionality of a paid Product during a committed term without notice. Beta, preview or trial features are offered "as is," may change or end at any time, and are excluded from any service levels.

5. Client Projects and Professional Services

When we build software or deliver infrastructure for you, the scope, milestones, acceptance criteria, timeline and fees are defined in an Order. Work outside that scope is handled through a written change request and may affect cost and schedule.

• You agree to provide timely access, information, decisions and feedback; delays on your side may move agreed dates.
• Deliverables are considered accepted when you confirm acceptance or, if you do not report material defects within the review period stated in the Order (or ten (10) business days if none is stated), when that period ends.
• Ownership of custom deliverables passes to you on full payment, unless the Order says otherwise. Our pre-existing tools, libraries, frameworks and know-how remain ours; where they are part of a deliverable, you receive a perpetual licence to use them as part of that deliverable.
• Maintenance and support after delivery are provided under a separate agreement or Order.

6. Developer Tools, APIs and SDKs

Our Developer Tools let you build our capabilities, such as maps, geocoding and directions, into your own applications. When you use them:

• API keys are issued to you and must be kept secret. Restrict them to your own domains or applications and do not share or publish them.
• Respect the rate limits, quotas and usage rules in the documentation. We may throttle or suspend keys that put the Services at risk.
• Do not use the Developer Tools to recreate a substantially similar service, to bulk-extract or cache data beyond what the documentation allows, or to hide our attributions where they are required.
• Packages we publish to public registries may include open-source components, which are governed by their own licences. Those licences prevail for those components.

7. Acceptable Use

You agree not to, and not to allow others to:

• use the Services in breach of any applicable law or the rights of others;
• upload or transmit malware, or content that is unlawful, infringing, fraudulent, defamatory or harmful;
• probe, scan or test the vulnerability of the Services, or bypass security or access controls, without our written permission;
• interfere with or overload the Services, including by automated means not provided by us;
• copy, modify, decompile or reverse engineer the Products, except to the extent the law expressly allows despite this restriction;
• resell, sublicense or provide the Services to third parties unless an Order allows it; or
• send unsolicited messages or spam through any communication feature of the Services.

If you discover a security vulnerability, please report it responsibly to info@rmsoft.rw and give us a reasonable opportunity to fix it before disclosing it.

8. Your Data and Privacy

You keep all rights in your Customer Data. You grant us the rights needed to host, process, transmit and display it solely to provide, secure and support the Services for you, and as described in the relevant Privacy Policy.

• We process personal data in line with our Privacy Policies and applicable law, including Rwanda's Law No 058/2021 of 13/10/2021 relating to the protection of personal data and privacy.
• Where we process personal data on your behalf, you remain responsible for having a lawful basis for it and for the instructions you give us. We will enter into a data processing agreement on request.
• We apply appropriate technical and organizational security measures, and we will notify you without undue delay if we become aware of a personal data breach affecting your Customer Data.
• We may use aggregated and de-identified usage information to operate and improve the Services; it does not identify you or your users.

9. Intellectual Property

The Services, including software, designs, documentation, and the RMSoft name, logos and product names, are owned by RMSOFT LTD or our licensors and are protected by intellectual property laws. Except for the rights expressly granted in these Terms or an Order, no rights are transferred to you.

If you send us suggestions or feedback, you allow us to use them without restriction or obligation to you.

10. Fees, Invoicing and Taxes

• Fees, billing frequency and payment terms are set out in your Order or plan.
• Unless stated otherwise, invoices are payable within thirty (30) days of the invoice date, and fees are exclusive of value added tax and other applicable taxes, which you will pay in addition.
• If an undisputed amount is overdue, we may, after giving you written notice, suspend the affected Services until it is paid.
• Subscription fees are non-refundable except where these Terms, your Order or applicable law provide otherwise.

11. Third-Party Services

The Services may work with or link to third-party services, such as app stores, payment providers, cloud hosting, mapping data or messaging platforms. Your use of them is governed by their own terms, and we are not responsible for third-party services we do not control.

12. Availability, Support and Maintenance

We work to keep the Services available and secure, and we schedule planned maintenance to limit disruption. Unless a service level agreement is included in your Order, we do not guarantee that the Services will be uninterrupted or error-free.

You can request help through our support center, where each ticket receives a reference code so you can follow its progress. Response and resolution times depend on the priority of the issue and the support terms in your Order.

13. Confidentiality

Each party will keep confidential any non-public information received from the other that is marked as confidential or should reasonably be understood to be confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law (with prompt notice where permitted).

14. Warranties and Disclaimers

We will perform Professional Services with reasonable skill and care, in line with generally accepted industry practice, and paid Products will perform materially as described in their documentation. If they do not, your remedy is for us to correct the issue or, if we cannot do so within a reasonable time, to refund the fees paid for the affected part.

Apart from these commitments, and to the maximum extent permitted by law, the Services are provided "as is" and "as available," and we disclaim all other warranties, express or implied, including fitness for a particular purpose, merchantability and non-infringement.

15. Limitation of Liability

To the maximum extent permitted by law:

• neither party is liable for indirect, incidental, special or consequential losses, or for loss of profits, revenue, goodwill or data, however caused; and
• each party's total liability arising out of or relating to the Services is limited to the fees you paid to us for the affected Services in the twelve (12) months before the event giving rise to the claim.

These limits do not apply to your payment obligations, a party's indemnity obligations, breaches of confidentiality, or liability that cannot be limited under applicable law, such as for fraud or wilful misconduct.

16. Indemnification

You will defend and indemnify RMSOFT LTD against third-party claims arising from your Customer Data or your use of the Services in breach of these Terms. We will defend and indemnify you against third-party claims that the Products, as provided by us, infringe that party's intellectual property rights, except where the claim results from your modifications, combinations with items we did not supply, or use outside these Terms.

17. Suspension and Termination

You may stop using the Services at any time; paid commitments run until the end of their term unless your Order says otherwise. Either party may terminate an Order if the other materially breaches it and does not cure the breach within thirty (30) days of written notice.

We may suspend access immediately where needed to prevent harm to the Services, to other customers or to third parties, or to comply with the law, and we will restore access once the issue is resolved.

After termination, you may export your Customer Data for thirty (30) days, after which we may delete it in line with our retention practices, unless the law requires us to keep it. Sections that by their nature should survive termination, including those on fees owed, intellectual property, confidentiality, liability and governing law, will survive.

18. Changes to These Terms

We may update these Terms from time to time. We will post the updated version here and change the "Last Updated" date, and for material changes we will give reasonable notice, for example by email or in the Products. Changes do not apply retroactively. Continuing to use the Services after changes take effect means you accept them; if you do not agree, you should stop using the Services.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Rwanda. Before starting formal proceedings, the parties will try in good faith to resolve any dispute through negotiation between their senior representatives for thirty (30) days after one party notifies the other in writing.

Disputes that are not resolved this way are subject to the exclusive jurisdiction of the competent courts of Rwanda, unless the parties agree in writing to settle them by mediation or arbitration. Nothing prevents either party from seeking urgent interim relief from a competent court.

20. General Provisions

• Entire agreement. These Terms, together with any Order and the applicable Privacy Policies, are the entire agreement between us about the Services.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, power or network outages, or acts of government.
• Assignment. You may not transfer these Terms without our written consent; we may transfer them to an affiliate or successor in a merger, acquisition or sale of assets.
• Severability and waiver. If any provision is found unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it.
• Notices and language. We send notices to the email address on your account; you can send notices to info@rmsoft.rw. These Terms are written in English, which prevails over any translation.

21. Contact Us

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