Terms of Service

These Terms of Service ("Terms") govern your access to and use of the NodePoint platform, applications, and related services (the "Service"), operated by Node Nest Digital Limited ("NodePoint", "we", "us"), a company registered in Nairobi, Kenya. By creating an account or using the Service you agree to these Terms. If you are accepting on behalf of a business, you confirm you are authorised to bind that business (the "Customer" or "tenant").

NodePoint provides cloud-based point-of-sale, hotel management, and accounting software, including offline-capable sales, mobile-money payment prompts, inventory, and tax-compliant invoicing. We provide and maintain the hosting, infrastructure, and updates required to deliver the Service.

We may improve, add, or modify features over time. We will not materially reduce the core functionality of a paid plan during its current term.

You may use the Service only for a lawful, legitimately operated business. You may not use the Service for, or in connection with, any business or activity that is illegal under the laws of Kenya or any jurisdiction in which you operate, including unlicensed, fraudulent, or prohibited goods and services.

You are responsible for all activity under your account, for maintaining the confidentiality of your credentials, and for ensuring your staff and authorised users comply with these Terms.

You agree not to: misuse or interfere with the Service or its security; attempt to gain unauthorised access; reverse engineer or resell the Service without authorisation; upload unlawful, infringing, or malicious content; or use the Service to violate the rights of others or any applicable law, including tax and consumer-protection law.

The Service is offered on a subscription basis. Fees are stated and charged in Kenya Shillings (KSh) or United States Dollars (USD) only — no other currency is billed in — and are payable monthly or annually in advance, per the plan and modules you select. Subscriptions renew automatically for successive terms unless auto-renewal is switched off.

You may turn off auto-renewal and stop using the Service at any time; your access then continues until the end of the term you have already paid for. The current paid term is non-cancellable and fees are non-refundable, except where NodePoint fails to deliver the contracted platform infrastructure, in which case your sole remedy is a refund of fees paid for the affected, undelivered period.

We may change pricing for future terms with reasonable prior notice. Taxes, where applicable, are your responsibility unless stated otherwise.

You retain full ownership of all business and customer data you enter into the Service ("Customer Data"). We claim no ownership of Customer Data.

We process Customer Data only to provide the Service to you — principally to operate your account and to handle invoicing and billing. We do not use, mine, profile, sell, or share the personal data of your customers for our own purposes, marketing, or advertising.

You can access and export your Customer Data at any time while your subscription is active. If your subscription expires or is not renewed, your data remains available to you for one (1) month, after which it is permanently and irreversibly deleted from active systems. Please export anything you need within that window.

We protect Customer Data with encryption in transit and at rest, role-based access controls, audit logging, and regular encrypted backups. While no system is perfectly secure, we maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data.

We aim to provide a reliable, highly available Service and to deliver the infrastructure your plan describes. The Service may occasionally be unavailable for maintenance or due to factors outside our reasonable control. Offline-first features are designed to keep you operating during connectivity interruptions.

The Service, including its software, design, and trademarks, is owned by NodePoint and its licensors and is protected by law. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service for your business during your subscription. No other rights are granted.

Each party will protect the other's confidential information and use it only as needed to perform under these Terms. Customer Data is treated as your confidential information.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, NodePoint expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that it will operate without downtime, bugs, or data loss; that any defect will be corrected; that the Service will meet your requirements; or that data you store will not be lost, corrupted, or accessed without authorisation. You use the Service at your own risk and are solely responsible for maintaining your own independent copies and exports of your data.

You are responsible for verifying that your use of the Service meets your own legal, tax, accounting, and regulatory obligations. Nothing in the Service constitutes legal, tax, or financial advice.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NodePoint, its directors, employees, and suppliers will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind; nor for any loss of profits, revenue, goodwill, business, anticipated savings, or data; nor for business interruption — whether or not we were advised of the possibility of such damages and regardless of the theory of liability.

Without limiting the above, NodePoint is not liable for any loss, damage, or claim arising from or relating to: service outages, downtime, or unavailability; software errors, bugs, or crashes; the loss, deletion, corruption, or inaccuracy of any data; unauthorised access to, or alteration or theft of, your data, including as a result of hacking, malware, phishing, or other cyber attacks; failures, delays, or errors of third-party services, including mobile-money, card, banking, connectivity, hosting, or messaging providers; or any act or omission of your own staff or authorised users.

To the maximum extent permitted by law, our total aggregate liability for all claims arising out of or relating to the Service or these Terms is limited to the amount of fees you actually paid to NodePoint for the Service in the three (3) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow certain of these exclusions; where that is the case, the exclusions apply to the fullest extent the law allows.

You agree to defend, indemnify, and hold harmless NodePoint, Node Nest Digital Limited, and their directors, officers, employees, and agents from and against any and all claims, demands, actions, investigations, liabilities, losses, damages, penalties, costs, and expenses (including reasonable legal and advocate's fees and the costs of enforcement) arising out of or relating to: (a) your use of, or activity on, the Service; (b) any Customer Data or other content you enter, store, process, or transmit; (c) your breach of these Terms; (d) your violation of any law or regulation, including tax, licensing, consumer-protection, employment, and data-protection law; (e) your infringement or violation of the rights of any third party, including your own customers or staff; and (f) any dispute between you and your customers, staff, or any third party.

We may, at our option, assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with us. You will not settle any matter that imposes any obligation or admission on NodePoint without our prior written consent.

We may suspend, restrict, or terminate your access to all or part of the Service at any time, at our sole discretion, with or without cause and with or without notice — including where we believe you have breached these Terms, failed to pay, used the Service unlawfully or in a way that risks harm to the Service, other users, or third parties, or where required by law.

You may stop using the Service and request deletion of your account at any time. On any termination or expiry, the data-retention and deletion terms in section 6 apply: your data remains available to you for one (1) month and is then permanently deleted. Sections that by their nature should survive termination — including ownership, disclaimers, limitation of liability, indemnification, and governing law — survive.

We may update these Terms from time to time. Material changes will be notified through the Service or by email, and your continued use after changes take effect constitutes acceptance. If you do not agree to a change, your remedy is to stop using the Service and close your account.

These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes), are governed by and construed in accordance with the laws of Kenya, without regard to conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that cannot first be resolved amicably will be referred to and finally resolved by binding arbitration seated in Nairobi, Kenya, conducted in English by a single arbitrator appointed in accordance with the Arbitration Act, 1995 (Kenya) and, failing agreement, by the Chairperson for the time being of the Chartered Institute of Arbitrators (Kenya Branch). The arbitral award is final and binding on the parties. This clause does not prevent either party from seeking urgent interim or injunctive relief from the courts of Kenya.

To the maximum extent permitted by law, all claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You and NodePoint each waive any right to a jury trial and any right to participate in a class or representative action. The seat and governing law above apply exclusively; you agree not to bring any claim in any other forum or jurisdiction.

Questions about these Terms can be sent to [email protected].