Terms & Licence Agreement

1. About this agreement

These terms form an agreement between Velinex Labs Limited and the person or business using General POS ("you"). They apply to the software, its desktop, mobile and web applications, managed hosting and related services.

By registering an account, placing an order, purchasing a subscription, installing or using General POS, you agree to these terms. If you act on behalf of a business, you must have authority to enter into this agreement for that business.

2. Definitions

In these terms:

• "Managed hosting" means the hosting, database management, backups and software updates provided by Velinex Labs.
• "Active subscription" means a paid subscription whose term has not expired.
• "Self-hosting" means running General POS and its database on servers you own or manage.
• "Client applications" means the General POS applications used by your cashiers, managers and administrators to access the system.
• "VeliPay" means the payment collection and settlement service available to eligible General POS businesses.
• "Payout destination" means the phone number, till, paybill, bank account or other supported destination you designate to receive VeliPay funds.

3. Managed hosting and payment

3.1 Initial term and services

An initial purchase includes twelve months of managed hosting. Supported self-hosting under a separate service agreement is covered by section 4.

Managed hosting includes a dedicated service for your business, a secure business subdomain, database management and daily backups. We provide software updates, including available fixes and regulatory integration updates, remote technical support and service monitoring. Your plan determines the number of branches and workstations you may use.

We support synchronization between your authorized devices and branches using supported client applications. Section 9.2 explains when we may require you to update an application.

3.2 Annual renewal

After the first year, managed hosting, synchronization and software updates require an annual renewal payment. We send renewal notices to your registered administrator's email address and through the desktop application before expiry. You may pay through the renewal methods we offer, including M-Pesa and authorized vouchers.

A fourteen-day grace period follows subscription expiry. You may continue normal operations during that period. If you have not renewed by its end, your service becomes read-only: you can view historical sales, reports, inventory records and audit logs, and use the available CSV, Excel and PDF export functions. You cannot record new sales, operate cash drawer shifts, adjust inventory or change the catalogue until renewal is confirmed.

Read-only access continues while your account remains hosted. If we terminate the agreement for non-payment, the export and retention provisions in section 3.4 apply.

3.3 VeliPay collections and withdrawals

We may set up VeliPay for eligible businesses during onboarding. You must save a valid payout destination for the relevant branch before you can collect payments or request withdrawals.

1. Funds become available for withdrawal only after the payment is confirmed and settled.
2. Unless a written commercial order states otherwise, we deduct a platform fee of one percent (1%) from settlement or withdrawal proceeds. Mobile-money, bank, tax and other provider charges may apply separately.
3. Displayed balances may change following delayed payment confirmations, reversals, refunds, disputes, provider adjustments or reconciliation corrections.
4. Withdrawals depend on available settled funds, provider availability, security checks, applicable law and your payout destination. We do not guarantee a settlement time or delivery where a provider, bank, network or telecommunications operator delays or rejects a payment.
5. Changing your payout destination may require identity or security verification. Withdrawals are paused for up to twenty-four hours while the change is reviewed. You are responsible for supplying accurate details and ensuring that you are entitled to use the destination.
6. VeliPay relies on third-party payment providers. You remain responsible for your business registration, taxes, customer disclosures, refunds, chargebacks and fraud prevention, and for providing any required identity and anti-money-laundering information.
7. We may suspend, delay, reverse or reject activity where reasonably required to prevent fraud, comply with law or provider instructions, or protect the service.
8. Payment and withdrawal records are available for reconciliation and support. You remain responsible for retaining the accounting, tax and fiscal records required by law.

3.4 Fees, suspension and termination for non-payment

Fees for a new subscription, including any agreed setup, data-loading or training fees, are due in full on the day your account is set up (the "Setup Date"). If we agree in writing to invoice you, payment is due no later than seven (7) days after the Setup Date.

Annual renewal fees are due on the renewal date, subject to the fourteen-day grace period in section 3.2.

If payment is overdue, we may notify your registered administrator by email and suspend the service until payment is received. For renewals, suspension takes the read-only form described in section 3.2 after the grace period. If initial fees remain unpaid, we may withhold activation or switch off the service. We may terminate this agreement if payment remains overdue seven days after our notice, but a renewal termination will not take effect before the grace period ends.

Part-payment does not start or restore the service unless we have agreed an instalment plan in writing. A suspended service resumes promptly after we receive and confirm the full payment due.

Suspension or termination does not take away your ownership of your business data. For at least thirty days after termination, you may request and receive an export of your records. After that period, we may delete hosted data under our retention practices.

Termination does not cancel fees already owed. Paid fees are non-refundable except where these terms provide a refund, including section 9.2, or where the law requires one.

Fees exclude applicable taxes. Payment-provider charges are payable by the payer. You may pay using the methods we offer at the time, including M-Pesa, vouchers or bank transfer.

4. Self-hosting

Supported self-hosting

Supermarkets and other larger shops may arrange to run General POS on their own servers at an agreed price, with development and update delivery provided by Velinex Labs.

Before installation, we agree in writing on the price, licence, development scope, updates and support. The service agreement also assigns responsibility for infrastructure, backups, security, installing updates and access for support.

You do not have to complete a year of managed hosting to choose supported self-hosting. Sections 4.3, 4.4 and 5 apply to the unsupported exit option below, not to supported self-hosting under an active service agreement. The service agreement takes precedence over conflicting hosting, update or support provisions in these terms, including section 7.2.

Leaving managed hosting without ongoing support

After completing your initial twelve months of managed hosting, you may move General POS to your own servers without an ongoing service agreement. The following conditions apply to that option.

4.1 Data ownership and delivery

You own your business data. On a verified request to move to self-hosting, we will provide a complete database export containing your business records, including your sales history, catalogue, customers, shifts, receipts and financial ledgers. We will also provide the server software and a self-hosted licence.

Ownership of your business data does not transfer ownership of General POS.

4.2 Scope of the licence

Your self-hosted licence permits use of General POS for the business identified in your licence, within the agreed branch and workstation limits. You may make copies needed to install the software, back it up or restore your service.

You may not resell, sublicense or distribute the software, or use it to operate another business, without our written agreement.

4.3 Software version and updates

Your licence covers the software version supplied when you leave managed hosting. It does not entitle you to later releases, features, bug fixes, security patches or regulatory updates.

Your self-hosted installation is excluded from our managed update service. You are responsible for maintaining your servers, backups and operating systems, and for meeting your business's legal and tax obligations. We have no obligation to maintain or repair an unsupported installation.

4.4 Compatible applications

You must use the client application versions supplied with your self-hosted package. Later applications may be incompatible with your server and may not support sales or synchronization. You are responsible for keeping compatible versions installed and preventing automatic updates that would make them incompatible.

5. Returning to managed hosting

This section applies if you return after leaving managed hosting without an ongoing service agreement.

5.1 New subscription

You must register a new business subscription at the prices and on the terms available when you return.

5.2 Database imports

We do not restore, merge or import self-hosted or externally modified databases into the managed hosting service.

5.3 Bringing across business records

You may import product catalogues, inventory records, barcode mappings and customer directories using our supported CSV or Excel templates and import tools.

You must retain historical receipts and accounting records separately for record-keeping and audits. Opening stock quantities, cash balances and supplier ledgers must be entered into the new subscription.

6. Software ownership and restrictions

6.1 Ownership

Velinex Labs retains its intellectual property rights in General POS, including its code, applications, designs and documentation. The software is licensed to you; purchasing a subscription or receiving a self-hosted copy does not transfer ownership of the software. Your rights to use it are governed by your subscription, self-hosted licence or written service agreement, as applicable.

6.2 Restrictions

Except where permitted by applicable law or agreed by us in writing, you must not, or allow others to:

• Reverse engineer, decompile or disassemble the software, or attempt to obtain its source code or internal structure.
• Bypass or interfere with licensing, security or access restrictions.
• Copy the software beyond what your licence permits, or redistribute, resell, sublicense, rent or lease it or provide it as a service to another business.
• Falsify licence or application information to obtain unauthorized access or use.
• Use the software or its proprietary components to develop, benchmark, train or distribute a competing point-of-sale product or commercial offering.

7. Availability, warranties and liability

7.1 Managed service availability

We use commercially reasonable efforts to meet a 99.9% uptime target for managed hosting, excluding scheduled maintenance announced in advance.

7.2 Unsupported self-hosting

Unsupported self-hosted software is supplied "as is" and "as available". To the extent permitted by law, we exclude express, implied and statutory warranties, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant the security of servers you manage.

For supported self-hosting, the warranties and support commitments in your written service agreement apply.

7.3 Liability

To the maximum extent permitted by law, Velinex Labs and its directors, officers, employees and partners are not liable for indirect, incidental, special, consequential, punitive or exemplary damages arising from use of General POS or an inability to use it, even if advised that those damages were possible. This exclusion includes such losses arising from lost profits, revenue or data, inventory discrepancies, hardware failures, business interruption or regulatory penalties.

Subject to applicable law, our total liability for claims arising from this agreement is limited to the subscription fees you paid us during the twelve months before the event giving rise to the claim.

8. Hosting responsibilities

Supported self-hosting responsibilities are set out in your written service agreement.

9. Changes to prices, software and terms

9.1 Prices and plans

We may change the price of any plan, renewal, add-on or fee, including the VeliPay platform fee, and may add, rename or retire plans.

For an active subscription, we give at least sixty (60) days' written notice of a price increase by email to your registered administrator and in the desktop and mobile applications. A renewal increase applies from the first renewal after the notice period. It does not change the price of a period already paid for.

A price agreed in writing for a stated period remains in force for that period. Later renewals use the current price, subject to the notice requirement above.

If you do not accept a new price, you may decline to renew. The read-only access and export rights in sections 3.2 and 3.4 apply.

9.2 Software and services

We may add, change, improve, rename or remove features, integrations and workflows, change the design of our applications and update the server software.

We may require supported application versions for security, legal compliance or reliability. We give reasonable notice, normally at least thirty days, unless an urgent security or legal issue prevents it.

If we remove a core feature you are paying for without providing a replacement of comparable function, you may end your subscription. We will refund the unused paid period, calculated by the number of full months remaining.

Features that depend on third parties, including payments, eTIMS and mobile-money services, may change or cease when those providers change or cease their services. We will notify you where we can.

9.3 Changes to these terms

We may update this agreement. The current version is published at www.generalpos.co.ke/terms, with its effective date. The desktop and mobile applications link to that page.

For changes that materially disadvantage you, we give at least thirty days' notice by email to your registered administrator and in the applications. A shorter notice period may be necessary to meet legal, payment-provider or security requirements.

Continued use after a change takes effect constitutes acceptance of the updated terms. If you do not accept them, you may stop using General POS and decline to renew. Your export rights under sections 3.2, 3.4 and 4.1 continue to apply, subject to their conditions.

Changes do not alter a price already paid or a price agreed for a period that has not ended.

10. Governing law and jurisdiction

This agreement is governed by the laws of the Republic of Kenya, without regard to conflict-of-law rules. Disputes arising from this agreement, including its formation or breach, are subject to the exclusive jurisdiction of the competent courts in Nairobi, Kenya.