Master Service Agreement

Clauses

1. Orders. Each order form or online checkout states the product, plan, term, fees, currency and limits. Online checkout is an order form.
2. Fees and payment. Fees are paid in advance for 1, 3, 6 or 12 months at a time. For Mansa Drive the price follows the number of members (1–5 or 6+) at the time of payment; for Mansa Invoices it follows the number of companies under the account owner (up to 2, up to 10, or no limit). A Mansa Fleet bundle order covers Mansa Drive and Mansa Invoices for the same months, and the bundle discount is applied by Mansa to the order total; it cannot be combined with other discounts except the loyalty discount. Online checkout may add tax for the Customer's country or US state and a processing fee for card and online gateways, capped at 3% of the bill; no fee is added for direct M-Pesa or bank transfer, or where the law bans surcharges. Invoiced fees are due within 15 days. Late amounts carry interest at 1.5% a month or the highest rate the law allows, whichever is lower. Mansa may suspend the Service for fees 15 or more days overdue after notice. Fees exclude taxes, withholding, and Payment Provider charges, which the Customer pays. If tax must be withheld, the Customer grosses up the payment so Mansa receives the full fee.
3. Price changes. Mansa may change prices, the loyalty discount, tax and fee settings for payments made after at least 30 days' notice. Months already paid keep their price.
4. Term and renewal. Subscriptions do not renew automatically. Paid time runs to the paid-through date shown in Billing. Mansa shows a notice in the last 48 hours; after that date there are 24 hours of grace, then access pauses until the Customer pays. The loyalty discount applies from the seventh paid month in an unbroken run and ends if paid time and grace run out. Cancelling stops future payments only; access continues to the paid-through date.
5. Termination. Either party may end this MSA if the other materially breaches it and does not fix the breach within 30 days of notice. Mansa may also end it at once if the Customer becomes insolvent, breaks the law using the Service, or creates a security risk. On termination, unpaid fees become due at once and the deletion schedule in the DPA applies.
6. Mansa's intellectual property. Mansa and its licensors own the Service, its software, design, documentation, and all improvements, including anything built from Customer feedback. The Customer gets only a limited, non-exclusive, non-transferable right to use the Service during the term. Mansa may use anonymised, aggregated usage data that does not identify the Customer or any person to run and improve the Service.
7. Customer responsibilities. The Customer is responsible for its Users, its Customer Content, the accuracy of its records, keeping originals the law requires, its own regulatory, tax and retention obligations, what it pays its drivers and owner-operators, and checking Extracted Text, suggested details, settlement and IFTA figures and signatures before relying on them.
8. Confidentiality. Each party protects the other's confidential information with at least reasonable care, uses it only for this MSA, and shares it only with people who need it and are bound by confidentiality. This does not cover information that is public, already known, independently developed, or required by law to be disclosed (with notice where allowed).
9. Limited warranty. Mansa warrants that the Service will perform materially as described in its documentation. The Customer's only remedy for a breach of this warranty is for Mansa to fix the problem or, if it cannot within 30 days, to end the affected subscription and refund prepaid, unused fees. Apart from this, the disclaimer in the Terms applies in full.
10. Exclusions. The Service is not designed or certified for emergency, life-critical, or regulated systems of record, and must not be the Customer's only copy of any record the law requires it to keep. It does not give tax, accounting, payroll or legal advice, and Mansa does not file IFTA or any other return. Mansa has no liability for fines, penalties, tax assessments, lapsed licences, missed renewals, settlement disputes, or regulatory action against the Customer.
11. Limitation of liability. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data, goodwill or business. Each party's total liability under this MSA and all related documents is capped at the fees the Customer paid in the 12 months before the event giving rise to the claim. The caps do not limit the Customer's payment obligations, its indemnity duties, or liability that the law does not allow to be limited.
12. Indemnity by the Customer. The Customer will defend and indemnify the Mansa Parties against third-party claims, regulatory actions, fines and costs arising from Customer Content, the Customer's or its Users' use of the Service, or the Customer's breach of law or of this MSA.
13. Indemnity by Mansa. Mansa will defend the Customer against third-party claims that the Service itself, used as permitted, infringes a patent, copyright or trademark, and pay damages finally awarded. Mansa may instead modify the Service, get a licence, or end the subscription and refund prepaid, unused fees. This does not cover Customer Content, combinations with other products, or unauthorised changes. This clause is the Customer's only remedy for infringement claims.
14. Protection of individuals. The Customer agrees that no owner, director, officer, employee, contractor or developer of Mansa has any personal liability under this MSA or relating to the Service. Claims may be brought only against the Mansa legal entity. Each Mansa Party is an intended third-party beneficiary of clauses 11, 12 and 14 and may enforce them.
15. Non-solicitation. During the term and for 12 months after, the Customer will not knowingly hire or engage any Mansa employee or contractor who worked on its account without Mansa's written consent.
16. Publicity. Mansa may name the Customer and show its logo as a customer unless the Customer opts out in writing.
17. Governing law and disputes. This MSA is governed by the laws of Kenya. Senior representatives will first try to settle any dispute within 30 days of written notice. Unresolved disputes go to binding arbitration under the Arbitration Rules of the Nairobi Centre for International Arbitration (NCIA), one arbitrator, seated in Nairobi, Kenya, in English. Either party may seek an injunction to protect intellectual property or confidential information, and Mansa may sue in court to collect unpaid fees. The parties waive jury trial and class or representative proceedings. The prevailing party recovers reasonable legal fees and costs.
18. General. Notices are given in writing to the addresses on the order form or in the account; notices to Mansa go to [email protected]. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations. The Customer may not assign this MSA without consent. Mansa may assign it to an affiliate or a successor. Clauses that by their nature should survive termination survive it, including fees owed, intellectual property, confidentiality, liability limits, indemnities and dispute terms.