1. Introduction

Hello and welcome to Zovhi, where we empower your business with our all-in-one management platform, featuring CRM, ERP, Case File Management, Control-Based Systems, and Omni-Channel Communication tools, among others (“Services”). These Terms of Service (“Terms”) outline the framework for using our platform and the expectations between Zovhi (the Vendor) and you, our client. Understanding these terms is essential because, by accessing or using our services, you’re agreeing to these terms.

If you don’t agree to our Terms of Service, you’re encouraged not to use our services. These Terms of Service apply to everyone, whether you are navigating the web, managing your business through our platform, or collaborating with us.

Sticking with Zovhi as your service platform means that you’re on board with these Terms of Service, which may be updated from time to time to keep pace with the growth of our platforms or any changes in national or international policies with which we are involved. Thus, you have the obligation to check with us (Our Website) occasionally for updates, as they’ll guide our partnership moving forward. We’re thrilled to offer you our services and support your business journey with tools designed to streamline and succeed. 

2. Key Definitions for Zovhi Terms of Service

As applied in these Terms of Service (ToS).

1. Terms

This refers to the Terms of Service, including any guidelines, policies, or forms (such as our Privacy Policy or order forms) referenced here on our website, Zovhi.com. We reserve the right to update these Terms at our discretion, and the latest version will always apply to your use of our Services. 

2. Services

Our services encompass the Zovhi platform, as well as related online and offline features, updates, and support provided by our team or any other team under a service contract. These are accessible via our website or other designated channels as part of your subscription or agreement with us. 

3. Content

These include all images, text, data, videos, reports, or other materials made available to you through the Zovhi platform while using our Services, whether created by us or generated as part of your use. 

4. Your Data

Any information, files, or materials you upload, input, or share with the Zovhi platform while using our services, such as customer records, case files, or communication logs. 

5. Start Date

The start date will be considered the first day you access or begin using our services, marking the beginning of your agreement with us. 

6. Subscription Period

The duration of your access to the Services, as outlined in your subscription plan or order form, commences from the Start Date and continues until the end date specified or until terminated in accordance with these Terms. 

7. Zovhi Technology

All proprietary tools, software, algorithms, interfaces, designs, and processes that power the Zovhi platform, including any updates or improvements we make to deliver Services to you. 

8. Intellectual Property

All rights related to our platform’s technology, branding, and content, including copyrights, trademarks, trade secrets, patents, and other proprietary protections, whether registered or unregistered, anywhere in the world. 

9. Authorized Users 

Individuals, such as your employees, contractors, or agents, who you permit to access the Services using unique login credentials provided by you or us at your request. 

1. Account Manager (s)

Users you designate to manage your Zovhi account, with permissions to create user profiles, configure settings, or oversee your use of the services. 

2. Subscriber

The entity or individuals purchasing or using our Services, including any authorized representatives, employees, or agents acting on your behalf, whether currently or in the past. 

3. Zovhi is the Company providing the Services, with its principal operations focused on delivering innovative business management solutions. 

3. Access to the Software

The Customer can use the Software hosted on the Cloud Platform, or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by Zovhi, and accessed remotely by the User. With the Self-Hosting option, the Customer instead hosts the Software on computer systems of their choice, that are not under the control of Zovhi.

For the duration of the Agreement between our services and the user, Zovhi gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the Zovhi software.

Upon expiration or termination of the Agreement, this license is immediately revoked, and the Customer agrees to cease using the Zovhi Services and the Cloud Platform.

Should the Customer breach the terms of this section, the Customer agrees to pay Zovhi an extra fee equal to 150% of the applicable list price for the actual number of Users.

4. Privacy

Zovhi's privacy and security policies can be accessed here. Zovhi reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Zohvi is an online service that may require notifying all users of important announcements regarding service operations. 

5. Licensing and Service restrictions. 

1. Zovhi Licensing

In accordance with these terms, Zovhi grants you a non-exclusive, non-transferable, worldwide license to access and use our services solely for your internal business operations. This license allows you to utilize our Platform as outlined in your subscription plan. All rights not explicitly granted to you remain with Zovhi and its licensors

2. Competitor Restrictions

   
   If you’re a direct competitor of Zohvi, you may not access or use the Services unless you have our explicit written permission. Additionally, you're not allowed to subscribe to the services and use them to monitor, analyze, or benchmark our platform’s performance, features, or functionality for competitive purposes. 

3. Usage Restrictions

To protect the integrity of our services, you agree not to:

1. Sell, lease, share, distribute, or otherwise provide access to the Services or any Content to third parties for commercial purposes. 

2. Alter, modify, or create derivative versions of the Services or content

3. Embed, frame, or mirror the Services or Content on any external website, server, or device without our consent. 

4. Attempt to reverse-engineer, decompile, or access the services to develop a competing service or product, replicate or mimic the features or functionality of the services, or extract a copy of proprietary elements such as code, interfaces, or processes from the services. 

4. Each user license is intended for a single Authorized User and cannot be shared across multiple individuals. However, you may reassign a license to a new Authorized User if the original user (e.g., an employee or contractor) no longer requires access due to a change in role, employment status, or departure from your organization. 

5. Use of the Services

As outlined in your subscription plan and these Terms, you may use the Zovhi platform and its services solely for your internal business operations. You agree not to misuse the Services by engaging in any of the following prohibited activities:

1. Sending spam, unsolicited messages, or communications that violate applicable laws, including anti-spam regulations. 

2. Uploading, sharing, or storing content that is illegal, defamatory, obscene, threatening, or infringes on the rights of others, including privacy, or intellectual property rights

3. Transmitting or storing any malicious code, such as viruses, malware, or other harmful scripts, that could damage or disrupt the Services.

4. Interfering with the functionality, performance, or security of the Services or any data hosted within the platform.

5. Attempting to access, probe, or hack into the Services, related systems, or networks without authorization.

6. User Responsibilities

You are responsible for all activities conducted under your Authorized User accounts. You must ensure compliance with all applicable local, state, national, and international laws, including those related to data protection, privacy, and electronic communications, while using the Zovhi platform. You agree to:

1. Promptly notify Zovhi of any unauthorized access to your accounts, passwords, or any suspected security breach, and take reasonable steps to mitigate such issues.

2. Immediately report and work to prevent any unauthorized copying, sharing, or distribution of Content or data accessed through the Services.

3. Avoid impersonating other users or providing false information to access or use the Services, ensuring all account details remain accurate and legitimate.

7. Confidentiality

1. Confidential Information

Both you and Zovhi agree to treat all confidential information shared during the use of our Services as private and to use or disclose it only as necessary to fulfill our respective obligations under these Terms. Confidential information includes any sensitive data, proprietary processes, or non-public details exchanged as part of your subscription or our service delivery. 

2. Protection of Your Content

Zovhi, along with any third-party partners we engage to deliver the Services, will treat your Content (such as customer records, case files, or communication logs) with strict confidentiality. We will not use or share your Content except to provide the Services, comply with legal requirements, or as explicitly authorized by you in writing.

8. Access and Security

1. Zovhi’s Security Measures

Zovhi is committed to providing secure access to our Services. We implement robust mechanisms to:

a. Enable secure user account and password management.

b. Encrypt passwords and other sensitive data during transmission and storage.

c. Follow industry-standard best practices for authentication and access control.

2. Your Security Responsibilities

You are responsible for safeguarding your Authorized Users’ account credentials, including usernames and passwords, and for ensuring the accuracy of any personal or business information provided to the Services. 

You agree to:

a. Establish internal policies to prevent unauthorized use of account credentials.

b. Immediately notify Zovhi if you suspect any account credentials have been lost, stolen, or compromised, and take prompt action to address such issues.

3. Security Standards

Zovhi, along with any third-party partners we work with, will:

a. Use industry-standard security practices to protect your Content during transmission and storage.

b. Maintain robust network security measures, including firewalls, intrusion detection, and regular vulnerability management.

c. Ensure our hosting facilities adhere to recognized standards for data security and privacy.

4. Security Breach Notification

If Zovhi detects or suspects unauthorized access, use, or disclosure of your Content (“Security Incident”). In that case, we will notify you within 72 hours with relevant details, provided such disclosure does not Compromise the security of other customers’ data.

5. Security Incident Response

In the event of a Security Incident, Zovhi will

1. Work with you to identify the cause and scope of the incident, including any affected Content.

2. Assist in investigating and preventing further incidents.

3. Provide you with technical support needed to protect your Content.

4. Take reasonable steps to mitigate any negative impact caused by the incident.

9. Intellectual Property Ownership

1. Zovhi’s Ownership

Zovhi (and its licensors, where applicable) exclusively owns all rights, title, and interest, including all Intellectual Property rights, in the Zovhi platform, its underlying technology, Content, and Services. This includes any feedback, suggestions, or ideas you or others provide about the Services, which we may use to improve our platform without granting you ownership or compensation.

2. Transfer of Rights

These Terms do not constitute a sale or transfer of ownership in the Services, Zovhi Technology, or any related Intellectual Property. The Zovhi name, logo, and any product names associated with our Services are trademarks of Zovhi or third parties, and you are not granted any right to use them without our explicit permission.

10. Third-Party Interactions

1. Engaging with Third Parties

While using the Zovhi platform, you may interact with third parties, such as vendors, advertisers, or service providers, for additional products, services, or promotions. Any such interactions, including their terms, conditions, or warranties, are solely between you and the third party. Zovhi is not responsible for any outcomes, disputes, or liabilities arising from these interactions.

2. Third-Party Links and Services

The Services may include links to third-party websites or resources for your convenience. Zovhi does not endorse or control these external sites and is not liable for their content, products, or services. If you use third-party software, hardware, or services that are integrated with our platform, you may need to agree to their separate terms or licenses before using them.

11. Charges and Payment of Fees

1. Payment Obligations

You agree to pay all fees for the Services as outlined in your subscription plan, based on the pricing and billing terms in effect at the time of payment. Initial costs will be calculated based on the number of user licenses you select, multiplied by the applicable license fee, and must be paid before you can access the Services. You may choose to pay monthly, quarterly, semi-annually, or annually, as specified in your plan.

2. Prepayment for Monthly Plans

If you opt for a monthly billing plan, you agree to pay for two months upfront to cover the first month of access and the final month of your subscription term.

3. Payment Terms and Non-Refundable Fees

Invoices are due within 15 days of issuance. All payments are non-cancellable, and fees are non-refundable. You are responsible for paying for all licenses for the entire Subscription Period, regardless of whether they are actively used.

4. Adding Licenses

Your Account Manager may add additional user licenses through your account settings on the Zovhi platform. 

Added licenses will:

a. Align with the existing Subscription Period (initial or renewal term).

b. Be charged at the current license fee rate.

c. Be billed in full starting from the next billing cycle if added mid-cycle.

5. Fee Changes

Zovhi may adjust fees or introduce new charges with at least 30 days’ notice, which may be sent via email. All pricing details are confidential, and you agree not to disclose them to any third parties.

12. Billing and Renewal

1. Prepayment and Automatic Renewal

Zovhi charges for the Services in advance based on your chosen subscription plan. Your subscription will automatically renew and be billed via your selected payment method (or invoiced as agreed) on a monthly, quarterly, semi-annual, or annual basis, as specified during onboarding.

2. Renewal Fees

The renewal fee will be based on the current number of user licenses multiplied by the license fee in effect at the time of renewal. Zovhi will provide at least 30 days’ written notice (which may be via email) of any fee increases, effective upon renewal.

3. Additional Services and Taxes

Fees for any additional services (e.g., custom integrations or support) will be charged as quoted. All fees exclude applicable taxes, levies, or duties, which you are responsible for paying, except for taxes based solely on Zovhi’s income.

4. Accurate Billing Information

You agree to provide Zovhi with complete and accurate billing and contact information, including your legal business name, tax identification number, physical address, email, and the name and phone number of an authorized billing contact and Account Manager. You must update this information within 30 days of any changes. Providing false or fraudulent information may result in the termination of your access to the Services, as well as other legal remedies.

5. Billing Dispute

If you believe an invoice is incorrect, you must notify us in writing within 12 days of the invoice date to be eligible for an adjustment or credit. All invoices are issued in the currency specified in your subscription plan, typically U.S. dollars, unless otherwise agreed upon.

13. Non-Payment and Suspension

1. Suspension for Non-Payment

Zovhi reserves the right to suspend or terminate your access to the Services if your account becomes delinquent (i.e., payments are overdue). We will notify you of any delinquency before taking action.

2. Interest on Overdue Payments

Delinquent accounts may incur interest at a rate of 1.5% per month (or the maximum allowed by law, whichever is lower) on any unpaid balance, plus any collection costs incurred by Zovhi.

3. No Charges During Suspension

You will not be charged for user licenses during any period of account suspension. However, if you or Zovhi terminate the agreement, you remain responsible for paying any outstanding balance as outlined in the "Charges and Payment of Fees" section.

4. Data Retention for Delinquent Accounts

If your account is delinquent for 180 days or more, Zovhi may delete your Data without further notice. However, Data may remain accessible from our backup systems for up to one year (365 days) from the date of the last backup, subject to our discretion.

14. Termination upon Expiration/Reduction in Number of Licenses

1. Subscription Term

Your subscription begins on the Start Date, as defined during onboarding, and continues for the initial Subscription Period selected (e.g., monthly, quarterly, or annually), unless otherwise agreed.

2. Automatic Renewal

At the end of the initial Subscription Period, your subscription will automatically renew for additional periods of the same duration (or one year if the initial period exceeds one year) at Zovhi’s then-current fees, unless terminated as described below.

3. Termination Notice

Either you or Zovhi may terminate the subscription by providing written notice at least five (5) business days before the next billing cycle. Termination will take effect at the end of the current Subscription Period.

4. Reducing Licenses

You can reduce the number of user licenses at any time, based on your business needs, by updating your account settings. Reductions will take effect at the start of the next billing cycle. 

15. Termination for Cause

1. Termination by Zovhi

Zovhi may, at its sole discretion, terminate your account or access to the Services if you breach or fail to comply with these Terms. We reserve the right to terminate free trial accounts at any time without cause.

2. Data Handling Upon Termination for Cause

If your account is terminated due to your breach, Zovhi is not obligated to retain or provide access to your Data, and it may be deleted. However, Data may remain accessible from our backup systems for up to one year (365 days) from the date of the last backup, subject to our discretion.

16. Representations & Warranties

1. Mutual Authority

Both you and Zovhi represent and warrant that you have the legal authority to enter into these Terms and fulfill your obligations under this agreement.

2. Zovhi’s Commitment

Zovhi warrants that it will provide the Services in accordance with industry-standard practices and that the platform will function substantially under normal use conditions.

3. Your Commitment

You warrant that you have provided accurate information to access the Services and that your billing details are correct. You also confirm that you have not misrepresented your identity or provided false information to gain access to the Zovhi platform.

17. Mutual Indemnification

1. Your Indemnification

You agree to indemnify and hold Zovhi, its affiliates, licensors, officers, directors, employees, and agents harmless from any claims, costs, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

1. Allegations that your Data infringes third-party rights or causes harm to a third party.

2. Any breach of your representations and warranties under these Terms.

3. Violations of these Terms by you or your Authorized Users.

4. Negligent or wilful misconduct by you or your Authorized Users.

Zovhi will promptly notify you of any claim requiring indemnification, and you agree to handle the defense at your expense with counsel reasonably acceptable to us. We reserve the right to participate in the defense at our own cost.

2. Zovhi’s Indemnification

Zovhi agrees to indemnify and hold you, your affiliates, officers, directors, employees, and agents harmless from any claims, costs, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

1. Allegations that the Services directly infringe a third party’s copyright or trademark.

2. A breach by Zovhi of its representations or warranties under these Terms.

3. A violation of these Terms by Zovhi.

You must promptly notify us in writing of any claim, allow us sole control of the defense and settlement (provided we do not settle without releasing you from liability), give all reasonable assistance, and not Compromise or settle the claim without our consent.

3. Exceptions

Zovhi is not obligated to indemnify you for claims arising from the combination of the Services with your products, services, hardware, or processes, and you will indemnify Zovhi for any such claims.

18. Disclaimer of Warranties

1. General Disclaimer

Zovhi disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement, except as provided in Section 18 (Mutual Indemnification). This disclaimer does not affect Zovhi’s obligations under Section 6 (Confidentiality), Section 7 (Security and Access).

2. Service Compatibility and Performance

Zovhi does not guarantee that the Services will be fully compatible with your hardware, software, or systems, or that they will be error-free or uninterrupted. We make no warranty regarding specific results that may be achieved by using the Services.

3. Third-Party Products

Zovhi disclaims all warranties related to your hardware or software, beyond those provided by Zovhi.

19. Internet Delays

The Zovhi platform relies on the internet and electronic communications, which may experience delays, interruptions, or other issues beyond our control. Zovhi is not responsible for any damages, losses, or failures resulting from such matters.

20. Limitation of Liability

1. General Limitation

Except for breaches of Section 7 (Confidentiality), Section 8 (Security and Access), or obligations under Section 18 (Mutual Indemnification), Zovhi will not be liable for any losses, damages, or liabilities arising from your use of the Services.

2. Liability Cap

Zovhi’s total liability for any claim related to the Services will not exceed the amount you paid for the Services in the six months before the claim. Zovhi will not be liable for any indirect, incidental, special, or consequential damages (including lost profits or attorneys’ fees), regardless of the legal theory, even if advised of the possibility of such damages. This limitation does not apply to our indemnification obligations under Section 18. 

3. Risk Allocation

These limitations are a fundamental part of the agreement, reflected in our pricing, and designed to allocate risks between you and Zovhi fairly. Each provision is severable and independent of other provisions in these Terms.

21. Notice

1. Zovhi’s Notices to You

Zovhi may provide notice to you via general announcements on the platform, email to your registered email address, or written communication sent by first-class mail or prepaid post to your address on file. Notices are deemed received 72 hours after mailing (if sent by mail or post) or 12 hours after sending (if sent by email).

2. Your Notices to Zovhi

You may provide notice to Zovhi by sending a letter via nationally recognized overnight delivery service or first-class prepaid mail to: info@zovhi.com.

Notices are deemed received when Zovhi receives them.

22. Modification to Terms

Zovhi may update these Terms or related policies at any time by posting the revised version on our platform. You are responsible for reviewing these Terms periodically. Your continued use of the Services after any changes constitutes your agreement to the updated Terms.

23. Assignment; Change in Control

1. Assignment

You may not assign these Terms without Zovhi’s prior written consent. Zovhi may assign these Terms without your consent to a parent company, subsidiary, acquirer of assets, or successor in a merger.

2. Change in Control

If a change in your ownership results in a direct competitor of Zovhi owning or controlling 50% or more of your entity, Zovhi may terminate our contractual obligations immediately upon written notice. Any unauthorized assignment is void.

24. General 

1. Governing Law

These Terms are governed by the laws of Kenya, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with this agreement or the service shall be subject to the exclusive jurisdiction of the Kenyan Courts. 

2. Severability

Suppose any provision of these Terms is found invalid or unenforceable by a court. In that case, it will be interpreted to reflect the original intent as closely as possible, with all other provisions remaining in effect.

3. No Relationship

These Terms do not create a partnership, joint venture, employment, or agency relationship between you and Zovhi. Our failure to enforce any provision does not constitute a waiver unless it is agreed to in writing.

4. No Third-Party Beneficiaries

These Terms are for the benefit of you and Zovhi only and do not confer rights on any third party.

5. Entire Agreement

These Terms, along with any related documentation (e.g., subscription plans or Privacy Policy), constitute the entire agreement between you and Zovhi, superseding all prior or concurrent agreements, whether written or oral, regarding the Services.

25. Payment

1. Payment Methods and Taxes

You may pay for the Services via methods such as credit card, bank transfer, or other options specified by Zovhi and agreed upon during the onboarding process. You agree to comply with any terms associated with these payment methods. You are responsible for all fees and applicable taxes (e.g., sales or value-added taxes) at the rates in effect when charges are incurred, except for taxes on Zovhi’s income. If you dispute any charges, you must notify us in writing within 12 days of the invoice date, or the charges will be deemed accepted.

2. Price and Billing Changes

Zovhi reserves the right to modify its prices or billing methods at any time, providing at least 30 days’ notice via email or a platform announcement. Any changes will take effect upon your next billing cycle.