Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Jabaricom Technologies Limited, a company incorporated in the Republic of Zambia ("Jabaricom", "we", "us", or "our"), and the entity subscribing to the Service ("Subscriber", "you", or "your").

These Terms govern your access to and use of the Jabaricom platform and all associated features, integrations, and services (collectively, the "Service"). The complete contractual framework between Jabaricom and the Subscriber consists of:

• These Terms of Service
• The Order Form executed between the parties, which sets out subscription tier, number of users, fees, and billing terms
• The Jabaricom Privacy Policy (available at jabaricom.com/privacy), which governs Jabaricom's processing of personal data where it acts as data controller
• The Jabaricom Data Processing Agreement ("DPA"), which governs Jabaricom's processing of personal data on behalf of the Subscriber where Jabaricom acts as data processor

In the event of a conflict between these documents, the order of precedence is: (1) the DPA on matters of data processing; (2) the Order Form on matters of commercial terms specific to your subscription; (3) these Terms on all other matters.

The individual accepting these Terms on behalf of the Subscriber warrants that they have authority to bind the Subscriber to this agreement.

The following terms have the meanings set out below throughout this agreement and all associated documents.

3.1 License Grant

Subject to these Terms, timely payment of Fees, and the Subscriber compliance with its obligations, Jabaricom grants the Subscriber a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for internal professional services operations and for the number of Users specified in the Order Form.

3.2 What the Service Provides

The Service is an AI-powered workflow and document intelligence platform designed for professional services firms, including accounting, audit, and advisory practices. Core functionality includes:

• Engagement and workflow management tools
• AI-powered email-to-engagement linking
• AI chat assistance for engagement queries, document review, and regulatory reference
• Document upload, organisation, and AI-assisted analysis
• Client directory and matter tracking
• Proactive AI-generated workflow insights

3.3 Updates and Changes to the Service

Jabaricom may update, modify, or add features to the Service at any time. We will endeavour to provide reasonable notice of material changes that may affect existing workflows. Jabaricom does not guarantee that any specific feature will remain available for the duration of the Subscription Term, except where a specific feature has been expressly committed to in an Order Form.

3.4 Service Availability

Jabaricom will use commercially reasonable efforts to maintain Service availability. Planned maintenance will be communicated in advance where practicable. Jabaricom does not guarantee uninterrupted or error-free access and is not liable for downtime resulting from circumstances outside its reasonable control.

3.5 Support

Jabaricom provides reasonable email-based support during the Subscription Term. Support is accessible via hello@jabaricom.com. Response times and elevated support commitments, where applicable, are set out in the Order Form.

4.1 Administrator Responsibility

The Subscriber must designate at least one Administrator. The Administrator is responsible for managing User access, configuring integrations, and ensuring all Users comply with these Terms. Actions taken by Users are the responsibility of the Subscriber.

4.2 Authorised Users

Access may be granted only to employees, partners, or contracted professional staff covered by the User count in the Order Form. Credentials may not be shared between individuals.

4.3 Account Security

The Subscriber is responsible for credential confidentiality and must promptly notify Jabaricom of suspected compromise. Jabaricom is not liable for loss from unauthorised access resulting from credential mismanagement.

4.4 Accurate Information

The Subscriber must provide accurate and current account information and update it promptly where material details change.

5.1 Permitted Use

The Service may be used only for lawful purposes in connection with the Subscriber professional services operations and in compliance with all applicable laws and professional obligations.

5.2 Prohibited Conduct

• Using the Service in violation of law or professional standards
• Uploading content that infringes third-party rights
• Processing content without legal authorisation
• Attempting unauthorised access to systems or other subscribers data
• Reverse engineering, decompiling, or disassembling the Service
• Using the Service to develop a competing product
• Reselling or sublicensing access outside the Subscriber organisation
• Introducing malware or malicious code
• Processing unlawful or privileged data without authority
• Automated scraping or load testing without prior written consent

5.3 Subscriber Responsibility for Content

The Subscriber is solely responsible for all Content uploaded to or generated through the Service and warrants it has all required rights, authorisations, and lawful bases to process such Content.

This section governs use of AI-powered features and contains important limitations on Jabaricom liability.

6.1 AI Outputs Are Assistive Only

All AI-generated content, suggestions, analyses, classifications, and responses ("AI Outputs") are assistive tools to support professional judgement. AI Outputs do not constitute professional accounting, audit, tax, legal, or regulatory advice.

6.2 No Reliance Without Independent Review

The Subscriber and Users must not rely on AI Outputs without independent professional judgement and verification.

6.3 Professional Responsibility

Professional responsibility for all work product and decisions remains entirely with the Subscriber and its licensed professionals.

6.4 Third-Party AI Providers

AI capabilities are powered in part by Microsoft Azure OpenAI Service and Anthropic Claude. Jabaricom does not control these models and cannot guarantee output consistency or completeness.

6.5 No Training on Subscriber Data

Jabaricom does not use Subscriber Data or AI interaction logs to train or fine-tune AI models. Inference calls send only minimum context required.

7.1 Controller and Processor Roles

The Subscriber is the data controller for personal data contained in Subscriber Data. Jabaricom processes such data as a processor on the Subscriber behalf under the DPA.

7.2 Subscriber Data Protection Obligations

• The Subscriber has lawful basis for processing personal data in Subscriber Data
• Required notices and consents have been obtained from relevant individuals
• Use of the Service complies with the Zambia Data Protection Act and other applicable laws
• Subscriber is responsible for compliance with other jurisdictional laws where relevant

7.3 Privacy Policy

Jabaricom Privacy Policy governs processing where Jabaricom acts as controller and is incorporated by reference.

7.4 Email Integration

Where Microsoft 365 integration is activated, the Administrator must authorise through Microsoft admin consent. The Subscriber confirms it has all required authorisations.

8.1 Jabaricom Intellectual Property

Jabaricom and its licensors own all intellectual property rights in the Service. Nothing in these Terms transfers ownership to the Subscriber.

8.2 Subscriber Data Ownership

The Subscriber retains all intellectual property rights in Subscriber Data and grants Jabaricom a limited licence to process it to provide the Service.

8.3 AI Outputs

AI Outputs generated from Subscriber Data are made available to the Subscriber for professional operations. Similar outputs may be generated for others without infringing Subscriber rights.

8.4 Feedback

Feedback and suggestions may be used by Jabaricom on a perpetual, irrevocable, royalty-free basis without compensation.

9.1 Mutual Obligations

Each party must hold the other party Confidential Information in strict confidence and use it only for purposes of this agreement.

9.2 Permitted Disclosures

Disclosure is permitted only to personnel and advisors with need-to-know and equivalent confidentiality obligations.

9.3 Exclusions

• Information public through no fault of Receiving Party
• Information lawfully known before disclosure
• Information independently developed without use of disclosed data
• Disclosure required by law or court order

9.4 Duration

Confidentiality survives termination for five years; for privileged or protected Subscriber Data, confidentiality continues indefinitely.

10.1 Order Form

Fees, billing cycle, authorised users, and commercial terms are in the Order Form.

10.2 Payment

Fees are due in advance of each billing period. Invoices are payable within 14 days unless otherwise stated in the Order Form.

10.3 Late Payment

• Service suspension after 7 days written notice of outstanding amount
• Interest on overdue amounts at 2% per month, or lower legal maximum where applicable

10.4 Taxes

Fees are exclusive of applicable taxes and levies. Subscriber is responsible for taxes imposed in connection with receipt of the Service.

10.5 Fee Changes

Jabaricom may change standard fees with at least 60 days notice before next billing cycle.

10.6 Additional Users

Additional user licences are prorated for the remainder of the current billing period.

10.7 No Refunds

Except as required by law, Fees are non-refundable, subject to the specific termination and pro-rated refund exceptions in these Terms.

11.1 Jabaricom Warranties

• Jabaricom has rights to grant the licence and, to its knowledge, Service does not infringe third-party IP rights
• Jabaricom will maintain security measures described in Privacy Policy and DPA
• Jabaricom will process Subscriber Data under the DPA and these Terms
• Jabaricom will notify Subscriber of material data breaches affecting Subscriber Data under DPA obligations

11.2 Subscriber Warranties

• Subscriber has legal authority to enter and be bound by this agreement
• Subscriber use and Content comply with applicable law and professional rules
• Subscriber use does not infringe third-party rights

11.3 Disclaimer

Except for express warranties in Section 11.1, the Service is provided "as is" and "as available" with no implied warranties, including merchantability, fitness for purpose, or uninterrupted operation.

This section limits Jabaricom financial liability to the Subscriber.

12.1 Exclusion of Consequential Loss

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary loss, including loss of profit, clients, goodwill, or data.

12.2 Cap on Liability

Jabaricom total aggregate liability is capped at Fees paid by the Subscriber in the twelve months preceding the event giving rise to the claim.

12.3 Exceptions

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Liability that cannot be limited by law

12.4 Professional Liability

The liability cap applies regardless of professional or regulatory consequences. The Subscriber is responsible for maintaining appropriate professional indemnity insurance.

13.1 By the Subscriber

The Subscriber indemnifies Jabaricom against claims, losses, penalties, and legal costs arising from Subscriber breach, unlawful or infringing Content, data-protection non-compliance, or reliance on AI Outputs without independent review.

13.2 By Jabaricom

Jabaricom indemnifies the Subscriber against third-party claims that the Service, as provided and used according to these Terms, infringes third-party IP rights, subject to stated exclusions.

14.1 Subscription Term

Agreement begins on Effective Date and continues for the initial Subscription Term in the Order Form, renewing automatically unless non-renewal notice is given at least 30 days before term end.

14.2 Termination for Convenience

Subscriber may terminate with 30 days written notice to hello@jabaricom.com. No refund applies except as provided in Section 10.7.

14.3 Termination for Cause

Either party may terminate immediately for material breach not cured within 14 days, insolvency events, or cessation of business. Jabaricom may suspend or terminate immediately where security, legal, or harm risks exist.

14.4 Effect of Termination

• All licences cease immediately
• Subscriber and Users must cease use of Service
• Subscriber has 30 days to export Subscriber Data before deletion under DPA, subject to legal retention obligations
• Accrued Fees and obligations remain due

14.5 Survival

Sections intended to survive, including definitions, AI disclaimer, IP, confidentiality, no refunds, liability, indemnification, disputes, governing law, and related provisions, survive termination.

Jabaricom may update these Terms. For material changes, Jabaricom provides at least 30 days written notice via email and in-app notification before effective date.

Continued use after effective date constitutes acceptance. If Subscriber does not accept material changes, it may terminate under Section 14.2 during the notice period.

16.1 Good Faith Resolution

Parties will attempt in good faith to resolve disputes through negotiation between senior representatives within 30 days of dispute notice.

16.2 Mediation

If unresolved, either party may refer dispute to mediation in Lusaka, Zambia. Mediation costs are shared equally unless otherwise agreed.

16.3 Litigation

If mediation fails within 30 days of mediator appointment, either party may proceed through courts under Section 17.

16.4 Injunctive Relief

Nothing prevents either party from seeking urgent injunctive or equitable relief for threatened irreparable harm.

This agreement and all matters arising out of or in connection with it are governed by the laws of the Republic of Zambia. Subject to Section 16, each party submits to the exclusive jurisdiction of the courts of Lusaka, Republic of Zambia.

18.1 Entire Agreement

These Terms, together with the Order Form, Privacy Policy, and DPA, constitute the entire agreement between the parties regarding the Service.

18.2 Amendments

Except as provided in Section 15, amendments must be in writing and signed by authorised representatives.

18.3 Severability

If any provision is invalid or unenforceable, remaining provisions continue in full force and effect.

18.4 Waiver

Failure or delay to exercise any right does not constitute waiver of that right or any subsequent breach.

18.5 Notices

Formal notices must be in writing and delivered by email. Notices to Jabaricom: hello@jabaricom.com with subject line "Legal Notice".

18.6 Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control. If a force majeure event continues over 60 consecutive days, either party may terminate by written notice, subject to pro-rated refund of prepaid Fees for period of non-service.

18.7 Relationship of the Parties

Parties are independent contractors. Nothing creates partnership, agency, employment, or fiduciary relationship.

18.8 Assignment

Subscriber may not assign without prior written consent. Jabaricom may assign in connection with merger, acquisition, or asset sale with written notice.

18.9 Language

This agreement is executed in English. If any translation conflicts, English version prevails.

18.10 Contact

Jabaricom Technologies Limited | Lusaka, Zambia | hello@jabaricom.com | jabaricom.com