Terms & Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "User", or "you") and Futuresoft Technologies Ltd ("Futuresoft", "we", "us", or "our"), a company incorporated and registered in Kenya with its principal office at Mirage Building, Westlands, Nairobi.

By accessing or using our website at www.futuresoft.co.ke, or by purchasing, installing, or using any Futuresoft software product or service, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, please do not use our website or services.

2. Description of Services

Futuresoft Technologies Ltd provides enterprise resource planning (ERP) software solutions and related services, including but not limited to:

• FUMAS24 — Fleet & Logistics Management System
• FUMAS360 — Aviation MRO Management System
• FUMAS HR — Human Resource & Payroll Management System
• PharmaCare — Pharmacy Management System
• FUMAS POS — Point of Sale & Stock Management System
• Merchandiser Mobile App & FUMAS HR Mobile App
• Implementation, training, customisation, and technical support services

The specific scope of services, deliverables, timelines, and fees for each engagement are set out in a separate Service Agreement or Statement of Work signed by both parties.

3. Use of Website

3.1 Permitted Use

You may access and use this website for lawful purposes only. You agree to use it in a manner consistent with all applicable Kenyan and international laws and regulations.

3.2 Prohibited Activities

You must not:

• Use the website in any way that is unlawful, fraudulent, or harmful
• Attempt to gain unauthorised access to any part of our website or systems
• Transmit any unsolicited commercial communications or spam
• Introduce viruses, malware, or any other malicious code
• Scrape, copy, or reproduce any content from this website without our prior written consent
• Impersonate Futuresoft or any of its employees or representatives
• Use automated tools to access our website in a manner that imposes unreasonable load on our infrastructure

4. Software Licence

4.1 Grant of Licence

Subject to full payment and compliance with these Terms, Futuresoft grants you a non-exclusive, non-transferable, revocable licence to install and use the licensed software solely for your internal business operations, in accordance with the terms of your Service Agreement.

4.2 Restrictions

You must not:

• Sub-license, sell, resell, transfer, or assign the software to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the software
• Modify, adapt, or create derivative works based on the software without prior written approval
• Use the software to develop a competing product or service
• Remove or alter any proprietary notices, labels, or marks on the software

4.3 Updates & Upgrades

Futuresoft may release updates, patches, or new versions of the software from time to time. Major version upgrades may be subject to additional fees as agreed in your Service Agreement.

5. Payment Terms

All fees for Futuresoft products and services are as set out in the applicable quotation, invoice, or Service Agreement. Unless otherwise agreed:

• Invoices are payable within 30 days of the invoice date
• All amounts are stated in Kenya Shillings (KES) unless otherwise specified
• Late payments may attract interest at the rate of 2% per month on the outstanding balance
• Futuresoft reserves the right to suspend services for accounts with overdue balances exceeding 60 days
• All fees are exclusive of applicable taxes including VAT at the prevailing Kenyan rate

6. Intellectual Property

All intellectual property rights in our software products, website, content, trademarks, logos, and documentation are owned by or licensed to Futuresoft Technologies Ltd. Nothing in these Terms transfers any intellectual property rights to you.

The Futuresoft name, logo, product names (FUMAS24, FUMAS360, FUMAS HR, PharmaCare, FUMAS POS), and all associated branding are trademarks of Futuresoft Technologies Ltd. You may not use them without our prior written consent.

Any feedback, suggestions, or ideas you provide regarding our software may be used by Futuresoft without restriction or compensation to you.

7. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information"), and to use such information only for the purposes of the services. This obligation survives termination of any agreement between the parties for a period of 5 years.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this clause; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

8. Warranties & Disclaimers

Futuresoft warrants that its software products will perform substantially in accordance with the applicable documentation under normal use. Futuresoft will use reasonable efforts to correct any reported material defects within a reasonable timeframe.

Except as expressly stated above, our website and services are provided on an "as is" and "as available" basis without any warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our website will be uninterrupted, error-free, or free from viruses or other harmful components.

9. Limitation of Liability

To the maximum extent permitted by Kenyan law, Futuresoft shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business interruption, even if advised of the possibility of such damages.

Our total aggregate liability to you for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Futuresoft in the 12 months preceding the event giving rise to the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Futuresoft Technologies Ltd, its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or in connection with: (a) your use of our website or services; (b) your violation of these Terms; or (c) your violation of any third-party rights.

11. Termination

Either party may terminate a Service Agreement by providing 30 days' written notice. Futuresoft may suspend or terminate your access immediately and without notice if you materially breach these Terms or any Service Agreement.

Upon termination: (a) all licences granted to you immediately cease; (b) you must cease using all Futuresoft software; and (c) each party must return or destroy the other's Confidential Information on request. Termination does not affect any accrued rights or liabilities.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties for a period of 30 days.

If the dispute cannot be resolved by negotiation, it shall be referred to and finally resolved by arbitration in Nairobi under the Nairobi Centre for International Arbitration (NCIA) Rules, or alternatively submitted to the exclusive jurisdiction of the courts of Kenya.

13. Changes to Terms

Futuresoft reserves the right to modify these Terms at any time. We will notify existing clients of material changes via email or prominent notice on our website. The updated Terms will be effective from the date of posting. Your continued use of our services after that date constitutes acceptance of the revised Terms.

14. Contact Us

For questions about these Terms & Conditions, please contact us: