Legal Terms & Conditions

Effective Date: January 1, 2026

Welcome to VSS Limited. These Terms and Conditions ("Terms") govern your access to and use of our website, products, and services. Please read these Terms carefully before using our services.

By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

1. Definitions

• "VSS", "we", "us", or "our" refers to VSS Limited and its subsidiaries and affiliates.
• "Services" means all products, software, solutions, consulting, support, and other services provided by VSS.
• "User", "you", or "your" refers to any individual or entity accessing our website or using our Services.
• "Website" refers to all VSS web properties, including vssltd.co.ke and related domains.
• "Content" means all text, graphics, images, software, audio, video, and other materials on our Website.

2. Acceptance of Terms

By accessing our Website or using our Services, you represent that:

• You are at least 18 years of age or have the legal capacity to enter into binding agreements
• You have the authority to bind your organization to these Terms if accessing on behalf of a company or entity
• You will comply with all applicable laws and regulations
• All information you provide is accurate, current, and complete

3. Services Description

VSS provides enterprise technology solutions across Africa, including:

• Cloud computing and digital transformation services
• Data center design, implementation, and management
• Cybersecurity solutions and managed security services
• Network infrastructure and connectivity solutions
• Unified communications and collaboration platforms
• AI-powered solutions including Bidsense AI and Boardsense AI
• IT consulting and professional services
• Managed services and technical support

Specific services are governed by separate Service Level Agreements (SLAs) and Master Service Agreements (MSAs) as applicable.

4. Intellectual Property Rights

4.1 VSS Intellectual Property

All Content on our Website, including but not limited to text, graphics, logos, icons, images, audio clips, software, and the compilation thereof, is the property of VSS or its content suppliers and is protected by Kenyan and international copyright, trademark, and other intellectual property laws.

4.2 Trademarks

VSS, the VSS logo, Bidsense AI, Boardsense AI, and other VSS product and service names are trademarks of VSS Limited. You may not use these trademarks without our prior written permission.

4.3 Limited License

We grant you a limited, non-exclusive, non-transferable license to access and use our Website for your personal or internal business purposes. This license does not include the right to modify, reproduce, distribute, or create derivative works from our Content.

5. User Obligations

You agree not to:

• Use our Services for any unlawful purpose or in violation of any applicable laws
• Interfere with or disrupt the operation of our Website or Services
• Attempt to gain unauthorized access to our systems or networks
• Transmit viruses, malware, or other harmful code
• Collect or harvest user information without consent
• Impersonate any person or entity or misrepresent your affiliation
• Engage in any activity that could damage, disable, or impair our Services
• Use automated systems (bots, scrapers) to access our Website without permission
• Reverse engineer, decompile, or disassemble any software provided by VSS

6. Service Agreements

The provision of specific Services may be subject to additional terms and conditions set forth in:

• Master Service Agreements (MSA): Governing the overall relationship and service framework
• Service Level Agreements (SLA): Defining service performance standards and remedies
• Statements of Work (SOW): Describing specific project deliverables and timelines
• End User License Agreements (EULA): For software products and applications

In the event of a conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail for that particular Service.

7. Payment Terms

For paid Services:

• Payment terms are specified in the applicable Service Agreement or invoice
• All fees are exclusive of applicable taxes unless otherwise stated
• Late payments may incur interest at the rate of 2% per month
• We reserve the right to suspend Services for non-payment
• Refunds are processed in accordance with the applicable Service Agreement

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of business. This obligation shall survive the termination of these Terms.

Confidential information does not include information that is publicly available, independently developed, or rightfully received from third parties.

9. Warranties and Disclaimers

9.1 Limited Warranty

VSS warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranties for products and software are set forth in the applicable Service Agreements.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

VSS does not warrant that the Website or Services will be uninterrupted, error-free, or free of viruses or other harmful components.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VSS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES.

IN NO EVENT SHALL VSS'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless VSS, its officers, directors, employees, agents, and partners from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of our Services, your violation of these Terms, or your violation of any third-party rights.

12. Termination

We may suspend or terminate your access to our Services at any time, with or without cause, and with or without notice. Upon termination:

• Your right to use our Services will immediately cease
• Any outstanding fees shall become immediately due and payable
• Provisions that by their nature should survive termination shall remain in effect

13. Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiation. If the dispute cannot be resolved within thirty (30) days, either party may submit the dispute to binding arbitration in Nairobi, Kenya, under the rules of the Nairobi Centre for International Arbitration.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction.

14. Force Majeure

VSS shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond our reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, labor disputes, internet service failures, or power outages.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our Website with a new effective date. Your continued use of our Services after any such changes constitutes your acceptance of the new Terms.

16. General Provisions

• Entire Agreement: These Terms, together with any applicable Service Agreements, constitute the entire agreement between you and VSS.
• Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
• Assignment: You may not assign these Terms without our prior written consent. VSS may assign these Terms without restriction.
• Notices: All notices shall be in writing and delivered to the addresses specified in the applicable Service Agreement.

17. Contact Information

For questions about these Terms, please contact: