Terms of Service

These Terms of Service ("Terms") govern your use of the Neer POS and ERP platform, including our web platform, desktop applications, and any associated APIs or support services (collectively, the "Services"), provided by Neer Technologies Ltd ("Neer", "we", "us", or "our"). By creating an account or otherwise using the Services, you agree to these Terms. Please read them carefully before utilizing our services for your retail operations.

1. Eligibility

You must be at least 18 years old and legally able to enter into a binding contract in Kenya to use the Services. By using Neer, you confirm that you are registering on behalf of a legitimate business and that you have the authority to bind that business to these Terms.

2. Use of the Service

Neer grants you a limited, non-exclusive, non-transferable license to use the platform for your legitimate business operations in Kenya. You agree not to:

• Use the service for any unlawful purpose or in violation of Kenyan law.
• Reverse engineer, decompile, or attempt to extract source code.
• Resell or sublicense access without written consent from Neer Technologies Ltd.
• Process fraudulent or fictitious transactions to manipulate tax records or loyalty points.
• Use automated scraping tools or bots to extract data from the platform.
• Interfere with or disrupt the integrity or performance of the Services, including introducing malware or attempting unauthorized access to other users' accounts.

3. Account Responsibilities & Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, including the actions of cashiers or branch managers you authorize. You must implement appropriate role-based access to limit sensitive capabilities (like deleting stock). Notify us immediately of any unauthorized use at info@neer.co.ke.

4. Subscription and Payment Terms

Subscription fees are billed monthly in KES unless an annual plan is selected. Payments are due within 7 days of invoice and are securely processed via M-Pesa or supported bank transfers. Accounts with overdue payments may be suspended after 3 days written notice. Refunds are not provided for partial months of service. Where a free trial is offered, we will clearly state its duration and any conditions at signup, and your subscription will convert to a paid plan at the end of the trial unless you cancel beforehand.

5. KRA eTIMS Compliance

Neer integrates with KRA's eTIMS system to generate compliant tax invoices. While we facilitate the technological transmission of these receipts, you remain solely responsible for the accuracy of business information you provide and for your overall tax compliance. Neer does not act as a tax advisor and is not liable for penalties resulting from incorrectly configured tax brackets or omitted sales.

6. M-Pesa Integration

Our platform interacts with the Safaricom Daraja API to automate payment tracking. M-Pesa processing is subject to Safaricom's terms and conditions. Settlement times and limits are governed by Safaricom's policies. Neer does not hold your funds at any point; we strictly provide the software layer that confirms transactions to your dashboard.

7. Data Ownership & Privacy

You own all business data you input into Neer. You grant Neer a limited license to process this data solely to provide the services, such as generating your analytics reports and inventory forecasts. Where these features rely on third-party artificial intelligence models to generate insights, only the data reasonably necessary to produce that output is shared, and it is not used to train third-party models or for any purpose beyond delivering the feature to you. We will not use your data for any other purpose. For details on how we protect your information under the Data Protection Act (2019), please refer to our Privacy Policy.

8. Intellectual Property

The Services, including our software, branding, interface designs, and documentation, are the exclusive property of Neer Technologies Ltd and are protected by applicable intellectual property laws. Nothing in these Terms transfers ownership of our intellectual property to you. Your license to use the Services is limited to the rights expressly granted in Section 2, and any feedback or suggestions you provide about the platform may be used by us without obligation to you.

9. Service Availability & Offline Mode

We target 99.9% uptime, excluding scheduled maintenance. To support Kenyan businesses dealing with intermittent connectivity, our Offline mode allows continued sales during connectivity issues. These offline sales will automatically sync to the cloud once a connection is re-established. We are not liable for business losses from service interruptions beyond our direct control.

10. Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

11. Limitation of Liability

To the maximum extent permitted by Kenyan law, Neer's total liability for any claims shall not exceed fees paid to Neer in the three months preceding the claim. We shall not be liable for any indirect, incidental, or consequential damages, including lost profits or lost data.

12. Indemnification

You agree to indemnify, defend, and hold harmless Neer Technologies Ltd and its officers from and against any and all claims, liabilities, damages, or costs (including reasonable attorneys' fees) arising out of your violation of these Terms or your infringement of any intellectual property or other rights of any person or entity.

13. Force Majeure

Neither party will be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to natural disasters, national telecommunications or power outages, government action, civil unrest, or failures of third-party providers such as Safaricom or our cloud hosting infrastructure.

14. Termination

Either party may terminate with 30 days written notice. We may also suspend or terminate your account immediately if you materially breach these Terms, including through fraudulent activity. Upon termination, you may export your data within 30 days, after which it will be deleted, except for transactional data we are legally obligated to retain for auditing purposes.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of Kenya. Disputes shall be resolved in the courts. Prior to formal litigation, both parties agree to attempt to resolve disputes through good-faith mediation.

16. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy, constitute the entire agreement between you and Neer regarding the Services.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Waiver: Our failure to enforce any provision of these Terms shall not be considered a waiver of our right to enforce it later.

17. Changes to Terms

We reserve the right to modify these Terms at any time. Whenever we make changes, we will update the "Last updated" date at the top of this page and notify you of any material changes via email or an alert on your POS dashboard. Your continued use of the platform after such modifications constitutes your acceptance of the updated Terms.