Terms of Service

These Terms of Service (“Terms”) govern access to and use of websites, applications, platforms, products, and related services provided by GEPHRA LTD (“Gephra,” “we,” “us,” or “our”).

These Terms apply to gephra.com, Gephra HOPILLA, Gephra Sustaina, and any other Gephra website, application, platform, product, or service that references these Terms (collectively, the “Services”).

By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of a company, hotel, lodge, resort, serviced apartment, guest house, institution, organization, or other legal entity, you represent that you are authorized to bind that entity to these Terms. In that case, “you” and “your” include that entity.

If you do not agree to these Terms, you must not access or use the Services.

Certain Services may be subject to additional contractual terms, including:

• subscription or order terms
• service agreements and service level agreements
• Data Processing Agreements
• product-specific terms and payment terms
• implementation or onboarding agreements
• acceptable use requirements
• terms applicable to third-party integrations

Where additional terms apply, those terms form part of the agreement governing the relevant Service. If there is a conflict between these Terms and a separately executed agreement between Gephra and a Customer, the separately executed agreement will prevail with respect to the subject matter of that agreement.

You may use the Services only if:

• you have the legal capacity to enter into a binding agreement
• your use of the Services is permitted by applicable law
• where you act on behalf of an organization, you have authority to act for that organization

Certain Services are intended primarily for businesses and organizations and may require an authorized Customer account. Gephra may establish additional eligibility requirements for particular Services.

Certain Services require an account. You are responsible for:

• providing accurate and current account information
• maintaining authorized access to your account
• ensuring that accounts are used only by authorized persons
• configuring appropriate roles and permissions
• protecting authentication devices and credentials under your control
• promptly reporting suspected unauthorized access or compromise
• ensuring that your Authorized Users comply with these Terms and applicable Customer agreements

You are responsible for activity conducted through your account or by your Authorized Users to the extent permitted by applicable law and the applicable agreement. You must not:

• impersonate another person
• create accounts using false or misleading information
• share access in a manner that circumvents applicable access controls or subscription limits
• attempt to bypass authentication or authorization controls
• permit unauthorized persons to access the Services

Gephra may require additional verification or security measures where reasonably necessary to protect an account, Customer, Data Subject, or the Services.

Where a Service is provided to an organization, the Customer may designate administrators or other authorized personnel to manage:

• users, roles, and permissions
• properties or business units
• integrations and configurations
• access to Customer Data
• other administrative functions

The Customer is responsible for determining which persons should receive access and the level of access appropriate to each Authorized User. Gephra does not determine a Customer’s internal organizational roles, employment responsibilities, or approval structures unless expressly provided under a separate agreement.

Subject to these Terms and any applicable agreement, Gephra grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for their intended purposes during the applicable period of access.

You may use the Services only for lawful purposes, in accordance with applicable documentation, within your authorized account and subscription scope, and in compliance with these Terms and any applicable agreement. No rights are granted except those expressly stated in these Terms or another applicable agreement.

You must not use or attempt to use the Services to:

• violate any applicable law or regulation
• infringe or misappropriate intellectual property, privacy, confidentiality, or other rights
• gain unauthorized access to any account, system, network, or data
• circumvent authentication, authorization, usage, security, or technical restrictions
• introduce malware, malicious code, or harmful content
• interfere with, disrupt, overload, degrade, or impair the Services
• probe, scan, or test vulnerabilities without authorization
• reverse engineer, decompile, disassemble, or attempt to derive source code except where expressly permitted by law
• scrape, harvest, or extract information through unauthorized automated means
• transmit unlawful, fraudulent, deceptive, abusive, or harmful material
• use another Customer’s data or resources without authorization
• conceal or misrepresent the origin of communications or activity
• facilitate fraud, unauthorized transactions, or unlawful financial activity
• compromise the security or integrity of the Services or any third-party system
• assist another person in carrying out prohibited activity

Gephra may investigate suspected violations and take reasonable measures to protect the Services, Customers, users, and third parties.

As between Gephra and the Customer, the Customer retains its rights in Customer Data.

The Customer grants Gephra the rights necessary to host, process, transmit, reproduce, display, and otherwise handle Customer Data solely as necessary to:

• provide the Services
• perform the applicable agreement
• comply with Customer instructions
• maintain security and service integrity
• comply with applicable legal obligations

The Customer is responsible for ensuring that it has all rights, permissions, notices, and lawful bases necessary to provide Customer Data to Gephra and to authorize its processing through the Services. Gephra does not acquire ownership of Customer Data merely because it is processed through the Services. Personal Data contained in Customer Data is also governed by the applicable Privacy Policy and, where applicable, a Data Processing Agreement.

Customers are responsible for:

• the accuracy, quality, and legality of Customer Data
• the manner in which their organization uses the Services
• configuring roles and permissions appropriately
• maintaining appropriate internal policies and controls
• ensuring that Authorized Users have appropriate authority
• obtaining required notices, permissions, or consents
• the lawfulness of instructions provided to Gephra
• reviewing outputs, records, transactions, and configurations where human review is reasonably required
• maintaining appropriate independent records where required by law or business practice
• complying with laws applicable to their business and activities

The availability of a feature within the Services does not by itself establish that use of that feature is lawful or appropriate for every Customer or jurisdiction.

Certain Services may require a paid subscription, usage-based fee, transaction fee, implementation fee, commission, or other charge. Applicable pricing and billing terms will be disclosed through the relevant Service, order, proposal, subscription agreement, or other commercial arrangement.

Unless otherwise stated:

• fees are payable in the currency specified in the applicable order or agreement
• applicable taxes, duties, or government charges may be added where required
• Customers are responsible for providing accurate billing information
• payment obligations are not cancelled merely because an Authorized User stops using the Service

Specific renewal, cancellation, trial, refund, grace-period, suspension, or subscription terms applicable to a paid Service will be stated in the applicable commercial terms. Where a separate commercial agreement exists, that agreement governs fees and billing.

Certain Services may enable Customers or users to initiate, receive, route, reconcile, record, or otherwise interact with payments through third-party payment providers. Unless expressly stated otherwise in a separate agreement, Gephra is not:

• a bank
• an issuer of payment cards
• a deposit-taking institution
• the issuer of electronic money
• the financial institution holding or settling Customer funds

Payment transactions may be processed by independent payment providers selected, configured, or made available through the Services. Such transactions may be subject to the payment provider’s own terms, fees, verification requirements, processing rules, settlement schedules, refund procedures, dispute procedures, and privacy practices.

Gephra is not responsible for acts or omissions of an independent payment provider except to the extent responsibility cannot lawfully be excluded or has been expressly accepted by Gephra under a separate agreement. Customers remain responsible for verifying payment status and financial records where appropriate to their operations.

The Services may interoperate with third-party products and services, including payment providers, communications providers, distribution channels, accounting systems, fiscal or tax systems, cloud infrastructure, identity providers, business systems, and other Customer-selected integrations.

Use of a third-party service may be subject to separate terms between you or the Customer and that third party. Gephra does not control independent third-party services and does not guarantee their continued availability, functionality, accuracy, security, pricing, performance, or compatibility.

Gephra may modify or discontinue an integration where the relevant third-party service changes, becomes unavailable, presents a security or legal risk, or can no longer reasonably be supported.

Where a Customer connects its own third-party account, credentials, API keys, tokens, configuration, or service provider to a Gephra Service, the Customer is responsible for:

• having authority to use that account or service
• maintaining the third-party relationship
• complying with the third party’s terms
• maintaining valid credentials and configuration
• paying charges imposed by the third party
• ensuring that the integration is used lawfully

Gephra may process Customer-provided credentials or configuration information solely as necessary to enable and secure the requested integration.

The Services may enable operational or transactional communications through channels such as email, SMS, WhatsApp, or other communications services. Customers are responsible for ensuring that communications initiated through their accounts are lawful, appropriately authorized, directed to valid recipients, consistent with applicable consent requirements, and compliant with applicable communications and marketing requirements.

Delivery may depend on third-party communications providers, telecommunications networks, recipient settings, and other factors outside Gephra’s control. Gephra does not guarantee delivery of every communication.

Certain Gephra products, features, or services may be identified as Coming Soon, beta, preview, pilot, early access, experimental, or pre-release.

Such designation means that the relevant product or feature may not yet be generally available and may change before general release, contain incomplete functionality, be subject to additional restrictions, be discontinued, have limited support, or operate under separate testing terms.

A public description or announcement of a future Service does not constitute a commitment that the Service or any particular feature will be released by a specified date.

Gephra may update, modify, improve, replace, or discontinue parts of the Services from time to time. Where a material change significantly affects a paid Service, Gephra will provide notice where required by the applicable agreement or law.

Gephra may make changes without prior notice where reasonably necessary for security, legal or regulatory compliance, prevention of abuse, correction of defects, protection of system integrity, or response to circumstances outside Gephra’s reasonable control. Nothing in this section overrides commitments expressly made in a separately executed agreement or Service Level Agreement.

The Services, including their software, source and object code, architecture, interfaces, designs, workflows, databases, documentation, text, graphics, trademarks, logos, product names, and other proprietary materials, are owned by Gephra or its licensors and are protected by applicable intellectual property laws.

Except for the limited right to use the Services granted under these Terms, no intellectual property rights are transferred to you. You must not use Gephra’s trademarks, product names, logos, or branding without authorization except as permitted by law.

If you voluntarily provide suggestions, ideas, recommendations, or other feedback concerning the Services, Gephra may use that feedback to develop, improve, or operate its products and services without restriction or payment to you. This section does not transfer ownership of Customer Data or confidential information to Gephra.

Where either party receives non-public information that is identified as confidential or that reasonably should be understood to be confidential, the receiving party must use reasonable measures to protect that information and use it only for purposes related to the applicable business relationship.

Confidential information does not include information that:

• is or becomes publicly available without breach of an obligation
• was lawfully known to the receiving party without restriction
• is independently developed without use of the confidential information
• is lawfully obtained from a third party without a confidentiality obligation

A party may disclose confidential information where required by law or lawful process, subject to any legally permitted notice to the other party. A separately executed confidentiality or customer agreement will prevail where it establishes different confidentiality obligations.

Gephra’s processing of Personal Data is governed by the GEPHRA LTD Privacy Policy and any applicable product-specific privacy notice or Data Processing Agreement.

Customers are responsible for their own obligations relating to Personal Data where they determine the purposes and means of processing. Nothing in these Terms limits rights or obligations that cannot lawfully be limited under applicable data protection law.

Gephra maintains technical and organizational measures designed to protect the security and integrity of the Services and Personal Data. You must not knowingly take any action that compromises or attempts to compromise those measures.

Customers and Authorized Users are responsible for promptly notifying Gephra of suspected unauthorized access, account compromise, credential compromise, security incidents, or misuse of the Services. No internet-based or electronic system can be guaranteed to be completely secure.

Gephra seeks to operate the Services reliably but does not guarantee uninterrupted or error-free availability except where a specific availability commitment is expressly provided in a Service Level Agreement or other applicable contract.

Access may be affected by planned or emergency maintenance, third-party infrastructure, telecommunications networks, external integrations, security events, software defects, regulatory requirements, or circumstances outside Gephra’s reasonable control. Where commercially appropriate, specific availability or support commitments may be governed by a separate Service Level Agreement.

Gephra may suspend or restrict access to all or part of a Service where reasonably necessary because of:

• a material breach of these Terms or an applicable agreement
• non-payment where suspension is permitted by the applicable commercial terms
• suspected fraud or unlawful activity
• a security threat or unauthorized access
• misuse that threatens the Services or other users
• a legal or regulatory requirement
• a third-party dependency becoming unavailable
• an urgent need to protect data, infrastructure, Customers, or users

Where reasonably practicable, Gephra will provide notice of suspension and an opportunity to address the underlying issue. Gephra may act immediately where delay could create material security, legal, financial, or operational risk.

You may stop using the Services at any time, subject to contractual commitments applicable to paid Services. Gephra may terminate access where you materially breach these Terms or another applicable agreement; continued use would violate applicable law; continued access creates a material security or integrity risk; required fees remain unpaid beyond an applicable cure or grace period; the relevant Service is lawfully discontinued; or termination is otherwise permitted under an applicable agreement.

Termination does not affect obligations that accrued before termination. Provisions that by their nature should survive termination will remain effective, including provisions relating to intellectual property, confidentiality, accrued payment obligations, limitation of liability, indemnification, dispute resolution, and governing law. Treatment of Customer Data following termination will be governed by the applicable agreement, Privacy Policy, Data Processing Agreement, and legal retention requirements.

To the maximum extent permitted by applicable law, and except as expressly provided in a separate agreement:

• the Services are provided on an “as available” basis
• Gephra does not warrant that every Service will be uninterrupted or error-free
• Gephra does not warrant that third-party services or integrations will remain available
• information generated or displayed through the Services should be reviewed where professional, operational, financial, legal, tax, regulatory, or other material decisions depend on its accuracy
• Gephra does not provide legal, tax, accounting, financial, or other regulated professional advice merely by providing software functionality

Nothing in these Terms excludes warranties, rights, remedies, or obligations that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, Gephra will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or relating to the Services, including loss of profits, revenue, goodwill, anticipated savings, or business opportunity.

To the maximum extent permitted by applicable law, Gephra will not be liable for losses resulting from unauthorized use caused by a Customer’s failure to manage access appropriately; inaccurate or unlawful Customer Data; Customer configuration or instructions; independent third-party services; telecommunications or internet failures outside Gephra’s reasonable control; or use of the Services contrary to these Terms, documentation, or applicable agreement.

Unless a separate agreement provides otherwise, Gephra’s aggregate liability arising out of or relating to a paid Service will not exceed the amounts paid or payable by the Customer to Gephra for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim. For a Service provided without charge, Gephra’s liability will be limited to the maximum extent permitted by applicable law. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

To the extent permitted by applicable law, a Customer will indemnify and hold harmless Gephra, its officers, employees, and representatives against third-party claims, losses, liabilities, damages, and reasonable costs arising from unlawful Customer Data; the Customer’s material breach of these Terms; the Customer’s violation of applicable law; the Customer’s infringement of third-party rights; or use of the Services by the Customer or its Authorized Users in violation of these Terms.

This section does not apply to the extent a claim results from Gephra’s own breach, negligence, willful misconduct, or other conduct for which liability cannot lawfully be excluded. A separate Customer agreement may establish different indemnification obligations.

Each party is responsible for complying with laws applicable to its own activities. Customers remain responsible for laws and regulatory requirements applicable to their business, operations, employees, guests, customers, products, transactions, taxes, licences, records, and communications. Gephra’s provision of software or technical infrastructure does not transfer a Customer’s independent legal or regulatory responsibilities to Gephra.

Gephra may update these Terms from time to time. The updated Terms will indicate the date on which they were last revised. Where changes are material, Gephra will provide reasonable notice where required by applicable law or an applicable agreement. Changes will apply prospectively from their effective date. If a Customer is subject to a separately executed agreement that governs amendments, the amendment provisions of that agreement will apply.

Gephra may provide notices relating to the Services by email, in-product notification, account notification, publication through an applicable Service, or another contact method agreed with the Customer. Customers are responsible for keeping their contact information current. Formal notices required under a separately executed agreement must be delivered in the manner specified in that agreement.

Neither party will be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances beyond that party’s reasonable control.

Such circumstances may include natural disasters; fire or flood; epidemic or pandemic; war, terrorism, or civil disturbance; government action; widespread telecommunications or internet failure; widespread power failure; failure of critical third-party infrastructure; labour disruption; or other comparable events beyond reasonable control. The affected party must take reasonable steps to mitigate the effects of the event.

You may not assign or transfer your rights or obligations under these Terms without Gephra’s prior written consent, except where otherwise permitted under an applicable agreement. Gephra may assign these Terms in connection with a merger, acquisition, corporate restructuring, financing, or sale of all or substantially all of the relevant business or assets, subject to applicable law.

Failure by Gephra to enforce a provision of these Terms does not constitute a waiver of that provision or of Gephra’s right to enforce it later.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be applied to the maximum extent permitted by law, and the remaining provisions will continue in effect.

These Terms, together with any additional terms, policies, orders, or agreements expressly incorporated into them, constitute the agreement governing your use of the relevant Services unless a separately executed agreement provides otherwise. No provision of these Terms limits rights that cannot lawfully be waived or restricted.

These Terms are governed by the laws of the Republic of Rwanda, without regard to conflict-of-law principles, except where mandatory law requires otherwise.

Subject to any dispute-resolution procedure contained in a separately executed agreement and any rights that cannot lawfully be waived, disputes arising out of or relating to these Terms or the Services will be subject to the competent courts of Rwanda.