Terms of Service

Service Description

NetBill provides comprehensive ISP billing and customer management solutions including, but not limited to:

• Automated billing management and invoice generation
• Customer account management and self-service portal
• Secure payment processing solutions with multiple gateway options
• Detailed usage tracking and comprehensive reporting
• Service provisioning and management tools
• Integration capabilities with third-party systems

NetBill is designed to streamline operations for Internet Service Providers of all sizes, from small regional ISPs to large multinational providers. The specific features and capabilities available to you depend on your selected subscription tier as outlined in Section 3 below.

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Service" means NetBill's ISP billing management platform, including all features, functionality, and user interfaces.
• "Service Fee" means the platform payout fee, if any, described in Section 3 below. NetBill is free for small ISPs; fees apply only to hosted payouts.
• "Effective Date" denotes the date upon which service commencement begins, typically the date of your initial registration.
• "Confidential Information" includes all non-public business information, including but not limited to technical data, trade secrets, know-how, research, product plans, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration, and financial information.
• "User Data" means all data and information submitted by you or your authorized users to the Service.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

2. Service Provision

2.1 NetBill grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service subject to compliance with these Terms. This license does not include the right to resell or commercially use the Service except as expressly authorized by NetBill.

2.2 Service Level Agreement: NetBill commits to maintaining a minimum 99.9% monthly uptime excluding scheduled maintenance. Scheduled maintenance will be communicated at least 48 hours in advance whenever possible. Emergency maintenance may be performed without notice in rare circumstances.

2.3 Support Services: NetBill provides email-based technical support for all users. Enterprise customers may negotiate enhanced support terms in a separate agreement.

2.4 Service Modifications: NetBill reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice. Critical changes affecting core functionality will be communicated with reasonable advance notice whenever possible.

2.5 Third-Party Services: The Service may integrate with third-party services. Your use of such services is governed by separate terms between you and the third-party provider. NetBill makes no warranties regarding third-party services and shall not be liable for any damages arising from your use of such services.

3. Financial Terms

3.1 Free Use for Small ISPs:
NetBill is free to use for small internet service providers. There is no monthly subscription, sign-up fee, or per-transaction platform commission. All users have access to core billing, customer portal, router integration, and standard reporting subject to reasonable use limits.

3.2 Hosted Payout Fee:
For users who choose hosted M-Pesa collection and payout, NetBill deducts a 2% fee from each payout. This fee covers M-Pesa transfer charges, bulk SMS messaging, and payout processing. The fee is deducted from the payout amount, not from individual customer transactions.

- Example: A KES 50 customer payment adds KES 50 to your hosted balance. When you withdraw, NetBill sends KES 49 to your payout phone and retains KES 1 as the platform fee.

3.3 Bring Your Own Credentials (BYOC):
If you connect your own M-Pesa business credentials, customer payments settle directly in your account. NetBill does not charge a platform payout fee for BYOC collections. You remain responsible for fees charged directly by your M-Pesa provider or SMS gateway.

3.4 Taxes: All fees are exclusive of applicable taxes, including but not limited to VAT, GST, sales tax, or other similar taxes. You are responsible for paying all such taxes unless you provide NetBill with a valid tax exemption certificate.

3.5 Fee Changes: NetBill reserves the right to modify fees for hosted payouts upon 30 days' notice. Changes will take effect on the date stated in the notice. If you do not agree to the changes, you may stop using hosted payouts and switch to BYOC or terminate your account.

3.6 Refunds: Platform fees are deducted at payout time and are not refundable. Any disputes must be raised within 30 days of the payout date.

3.7 Enterprise Terms:
Larger operators may request custom enterprise agreements. Enterprise fees, support levels, and service terms are negotiated separately and documented in a written agreement.

4. Data Protection

4.1 Compliance: Both parties agree to comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and Kenya's Data Protection Act 2019. Each party shall implement appropriate technical and organizational measures to protect personal data.

4.2 Data Processing: NetBill acts as a data processor with respect to any personal data contained in User Data. The processing of such data is governed by a separate Data Processing Addendum (DPA), which is incorporated into this Agreement by reference.

4.3 Security Audits: Enterprise tier customers may request security audit reports upon signing a Non-Disclosure Agreement (NDA). Such audits may be conducted once per calendar year with reasonable advance notice and minimal disruption to NetBill's operations.

4.4 Data Ownership: You retain all rights, title, and interest in and to your User Data. NetBill acquires no rights in User Data other than the limited rights necessary to provide the Service.

4.5 Data Backup: While NetBill implements reasonable backup procedures, you are responsible for maintaining independent backups of your critical data. NetBill recommends regular exports of billing and customer data for backup purposes.

5. Liability

5.1 Consequential Damages: To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including without limitation damages for lost profits, lost revenues, lost business opportunities, loss of data or business interruption, regardless of the legal theory under which such damages are sought.

5.2 Total Liability: NetBill's aggregate liability for all claims arising under or related to this Agreement shall be limited to the total amount paid by you to NetBill during the 12 months preceding the claim. If the Service is provided free of charge, NetBill's liability is limited to KES 10,000.

5.3 Disclaimer of Warranties: The Service is provided "AS IS" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. NetBill does not warrant that the Service will be uninterrupted or error-free or that defects will be corrected.

5.4 Essential Purpose: The limitations of liability in this section shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not NetBill has been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

5.5 Exceptions: Nothing in this Agreement excludes or limits either party's liability for fraud, willful misconduct, gross negligence, death or personal injury, or any other matter to the extent that such exclusion or limitation would be unlawful.

6. Termination

6.1 Termination Rights: Either party may terminate this Agreement for material breach if such breach remains uncured after 30 days following written notice. NetBill may terminate your access to the Service immediately and without notice if you violate Section 3 (User Obligations) or if required by law.

6.2 Post-termination: Upon termination, all fees immediately become due and payable. NetBill will make your User Data available for export for a period of 90 days following termination, after which it may be deleted. You are responsible for completing any necessary data exports during this period.

6.3 Survival: Sections 1 (Definitions), 4 (Data Protection), 5 (Liability), 7 (Governing Law), 8 (Confidentiality), 9 (Intellectual Property), and 10 (Miscellaneous) shall survive termination or expiration of this Agreement.

6.4 Suspension: NetBill reserves the right to suspend access to the Service for non-payment, violation of these Terms, or if continued access poses a security risk. Suspension does not relieve you of your obligation to pay any outstanding fees.

7. Governing Law

7.1 Applicable Law: These Terms shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law provisions.

7.2 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be subject to mandatory mediation in Nairobi before either party may initiate litigation. The mediation shall be conducted by a mutually agreed-upon mediator. Each party shall bear its own costs and an equal share of the mediator's fees.

7.3 UN Convention: The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to this Agreement.

7.4 Injunctive Relief: Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights and confidential information.

7.5 Class Action Waiver: To the maximum extent permitted by applicable law, you agree to resolve disputes with NetBill on an individual basis and waive any right to participate in any class action, consolidated, or representative proceeding.

8. Confidentiality

8.1 Confidential Information: Each party acknowledges that it may be exposed to confidential information of the other party. Confidential Information shall include all non-public information disclosed by one party to the other.

8.2 Protection: Each party agrees to (a) use the Confidential Information solely for the purposes permitted under this Agreement, (b) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and (c) not disclose the Confidential Information to any third party except as necessary to perform its obligations under this Agreement and subject to similar confidentiality obligations.

8.3 Exceptions: The obligations in this section shall not apply to information that (a) is or becomes publicly available through no fault of the receiving party, (b) was known to the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of or reference to the Confidential Information, or (d) is rightfully obtained from a third party without breach of any confidentiality obligation.

8.4 Required Disclosure: If Confidential Information must be disclosed pursuant to a legal requirement, the receiving party shall, to the extent legally permitted, provide prompt notice to the disclosing party and cooperate with any efforts to contest or limit the scope of such disclosure.

9. Intellectual Property

9.1 NetBill Ownership: NetBill and its licensors own and retain all right, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to you other than as expressly set forth in this Agreement.

9.2 Feedback: If you provide suggestions, recommendations, or other feedback regarding the Service ("Feedback"), NetBill may use such Feedback without restriction and without obligation to you. This does not grant NetBill any rights to your User Data or pre-existing intellectual property.

9.3 Restrictions: You shall not (a) modify, copy, or create derivative works of the Service, (b) reverse engineer, decompile, or disassemble the Service, (c) remove or alter any proprietary notices on the Service, or (d) use the Service in any manner that violates applicable law or third-party rights.

9.4 User Content License: You grant NetBill a worldwide, non-exclusive, royalty-free license to use, reproduce, and display your User Data solely to the extent necessary to provide the Service to you. This license terminates when you remove User Data from the Service or when your account is terminated.

10. Miscellaneous

10.1 Entire Agreement: This Agreement, including any addenda and order forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

10.2 Assignment: You may not assign or transfer this Agreement without NetBill's prior written consent. NetBill may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.3 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures.

10.4 Notices: All notices under this Agreement shall be in writing and delivered via email. Notices to NetBill shall be sent to legal@netbill.app. Notices to you shall be sent to the email address associated with your account.

10.5 Severability: If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the extent necessary to make it enforceable, or if that is not possible, removed, and the remainder of the Agreement shall remain in full force and effect.

10.6 Waiver: The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of such party.

10.7 Relationship of Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.