BridgeERP Subscription Agreement

Version 1.0 · in force from 24 August 2026

This Agreement is between BridgeERP ("we", "us") and the organisation named on the order or invoice ("you"). It applies from the day your first subscription invoice is issued and continues while any subscription is active.

Where this Agreement and the Terms of Service say different things about a paid subscription, this Agreement applies.

We give you access to the BridgeERP applications listed on your order, running on a database we host and operate for you, for as long as your subscription is paid and active.

Your subscription includes the applications on your order, the storage reasonably needed to run them, updates and security patches as we release them, and product support by email and ticket. Implementation work, custom development, data migration, on-site work and training beyond what is included are separate purchases and are not part of the subscription fee.

We may add, change or replace features over time. We will not remove a feature you rely on without telling you in advance and, where we can, offering a replacement.

Your subscription is priced on the number of users you name. A user is a named person, not a shared login. You may reassign a user to a different person when someone leaves; you may not have two people using one account at the same time.

You are responsible for what happens under your users' accounts, for keeping credentials safe, and for removing access when someone leaves your organisation. Tell us promptly if you believe an account has been compromised.

You can add users at any time. Added users are charged pro rata for the remainder of the current billing period and then at the standard rate from the next one. Reducing your user count takes effect at your next renewal, not immediately.

Fees are those shown on your order or invoice. Subscriptions are billed in advance for the billing period you chose — monthly, annually or for a longer committed term.

Invoices are issued in the currency shown at checkout. Where a price is published in US dollars and invoiced in another currency, the conversion is applied at checkout and the invoiced amount is the amount payable.

Prices exclude taxes and duties unless the invoice says otherwise. Where we are required to charge VAT or another indirect tax, it is added to the invoice. Where you are required to withhold tax, tell us before payment and provide the certificate.

Invoices are due on the date stated on them. We may charge interest on amounts overdue by more than thirty days at the rate permitted by law.

Subscriptions renew automatically for the same billing period unless you tell us otherwise before the renewal date.

We may change our prices. A price change never applies to a billing period you have already paid for, and we will give you at least thirty days' notice before it takes effect on a renewal. If you do not accept a price change, you may decline the renewal and your subscription ends at the end of the period you have paid for.

A free trial gives you a real environment for a limited period at no cost and with no payment details taken. Trial environments are not covered by the availability commitment in clause 8, and we may reset or remove them after the trial ends.

A trial does not become a paid subscription on its own. If you do not buy a subscription, the environment and its data are deleted after the retention period in clause 11.

Your data is yours. You keep all rights in the data you and your users put into BridgeERP. We do not sell it, we do not use it to train anything, and we do not use it for any purpose other than providing and supporting the service to you, or where the law requires us to.

We process personal data in your database on your instructions, as described in our Privacy Policy. Where data protection law applies to you, this Agreement and the Privacy Policy together record the terms on which we process it.

You are responsible for the data you put in: that you are entitled to hold it, and that it does not break the law.

You may export your data at any time while your subscription is active, using the export tools in the product or by asking us.

We take regular backups of hosted databases and keep them for a rolling period. Backups exist so we can recover the service after a failure. They are not a substitute for your own records, and restoring a specific document or a specific day for you is a support request rather than an entitlement.

We aim to keep the service available at all times and we monitor it continuously. Planned maintenance is scheduled outside East African business hours wherever possible, and we give notice of anything expected to interrupt the service.

The service may be unavailable because of something outside our control — a network, power or data-centre failure, or an act covered by clause 16. Those periods are not a breach of this Agreement.

Product support by email and ticket is included in every subscription, during East African business hours, Monday to Friday. Support covers questions about the product and defects in it.

Work on your configuration, changes you want made, training and development are not support. They are bought as implementation hours or developer time.

We may suspend access where an invoice is more than thirty days overdue, where use of the service threatens its security or stability, or where we are required to by law. Except where the law prevents it, we will tell you before we suspend and say what needs to happen to restore access.

Suspension does not end the subscription and does not stop fees accruing.

You may end your subscription at any time with effect from the end of the period you have paid for. Fees already paid are not refunded on a mid-period cancellation, except where a specific published guarantee applies.

We may end this Agreement if you are in material breach and have not put it right within thirty days of us telling you in writing.

When a subscription ends, your database stays available to you in read-only form for thirty days so you can export what you need. After that we delete it, and it is deleted from backups within a further ninety days. If you need an export after the thirty days, ask us before the period ends.

Each side will keep the other's confidential information confidential, use it only for this Agreement, and protect it as carefully as its own. This does not apply to information that is public through no fault of the receiver, was already known, or must be disclosed by law — and in that last case the side being compelled will tell the other where it is allowed to.

We own the BridgeERP software, its interfaces, documentation and branding. Your subscription is a right to use it while the subscription is active; nothing here transfers ownership.

Where we build something specifically for you under a separate order, that order says who owns it. In the absence of anything written down, you own the configuration and the data, and we own the software.

We warrant that we will provide the service with reasonable skill and care, and that it will perform substantially as our documentation describes. If it does not, tell us and we will put it right; that is your primary remedy.

Beyond that warranty, the service is provided as it is. We do not warrant that it will be uninterrupted or error-free, or that it will meet a requirement you have not told us about.

Neither side excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be excluded by law.

Neither side is liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings.

Each side's total liability under this Agreement in any twelve-month period is limited to the subscription fees you paid in the twelve months before the claim arose.

Nothing in this clause limits your obligation to pay fees you owe.

Neither side is liable for failing to perform because of something outside its reasonable control, including power or network failure, act of government, civil unrest, natural disaster or epidemic. If such an event continues for more than sixty days, either side may end this Agreement by notice.

We may change this Agreement. We will publish the new version with a version number and an effective date, and give at least thirty days' notice of a change that materially reduces your rights. Changes apply from your next renewal, never retrospectively.

Every version we publish stays available, and the version you accepted is recorded against your account with the date, so you can always see which words applied to you.

Notices are given by email to the address on your account and to us at [email protected], and take effect on the next working day.

Assignment. Neither side may transfer this Agreement without the other's written consent, except to a company it merges with or which buys its business.

Whole agreement. This Agreement, the Terms of Service, the Privacy Policy and your order together form the whole agreement between us on this subject.

Severability. If any part is found unenforceable, the rest continues to apply.

No partnership. Nothing here creates a partnership, agency or employment relationship between us.

This Agreement is governed by the laws of Kenya. Both sides submit to the exclusive jurisdiction of the courts of Kenya. Before starting proceedings, each side will raise the issue in writing and give the other thirty days to resolve it.

Write to [email protected] and a person will answer. If you want a signed copy for your records, ask and we will send one.