Effective Date: June 7, 2025
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES.
This Agreement is a legally binding contract between you, the user or organisation (“Client,” “you,” or “your”) and Busara.ai Ltd, a company registered in the Republic of Kenya (“Busara.ai,” “we,” “us,” or “our”). This Agreement governs your access to and use of the Busara.ai website, its subdomains, and all related AI-powered software, products, applications, and services offered by us (collectively, the “Services”).
By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including our Privacy Notice, which is incorporated herein by reference.
If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent that you have the authority to bind such entity to this Agreement.
1. Definitions
- “Agreement” means these Terms and Conditions and the Privacy Notice.
- “Client Content” means any data, information, text, images, documents, or other materials that you provide, upload, or submit to the Services for processing or analysis.
- “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognised in any jurisdiction.
- “Output” means the analyses, reports, predictions, summaries, or other data generated by the Services based on the processing of Client Content.
- “User” means an individual (such as an employee or contractor of the Client) whom the Client authorises to use the Services on its behalf.
2. The Services
Busara.ai grants you a non-exclusive, non-transferable, revocable, limited license to access and use the Services for your internal business purposes, subject to the terms of this Agreement and any applicable subscription plan you have purchased.
We reserve the right to modify, update, or discontinue the Services (or any part thereof) with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.
3. User Accounts
To access the Services, you must register for an account. You agree to: a) Provide accurate, current, and complete information as prompted by the registration form. b) Maintain and promptly update your account information to keep it accurate and complete. c) Maintain the security and confidentiality of your password and account credentials. d) Be fully responsible for all activities that occur under your account, including the actions of any authorised Users. You must notify us immediately of any unauthorised use of your account.
4. Client Obligations and Acceptable Use
You agree that you will not, and will not permit your Users to: a) Use the Services for any illegal, harmful, or fraudulent purpose or in any way that violates applicable laws. b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Services. c) Resell, sublicense, lease, or otherwise make the Services available to any third party. d) Use the Services to build a competitive product or service. e) Upload or transmit any Client Content that is unlawful, infringing, defamatory, or obscene, or that contains viruses, malware, or other harmful code. f) Interfere with or disrupt the integrity or performance of the Services or the data contained therein. g) Use any automated means, such as bots or scrapers, to access the Services, other than through our official APIs.
5. Fees and Payment
a) Subscription Fees: You agree to pay all fees specified in your selected subscription plan. All fees are quoted in the currency specified at the time of purchase and are non-refundable, except as required by law. b) Billing: We will bill you through the payment method you select at the beginning of your subscription term. Subscription fees are billed in advance on a recurring basis (e.g., monthly or annually). c) Taxes: All fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added tax (VAT), sales tax, etc. You are responsible for paying all such taxes associated with your purchase. d) Late Payments: If any fees are not received by the due date, we may, without limiting our other rights and remedies, suspend your access to the Services until payment is made in full.
6. Client Content and Data Privacy
a) Ownership: You retain all right, title, and interest in and to your Client Content. b) License to Busara.ai: You grant Busara.ai a worldwide, non-exclusive, royalty-free license to use, host, process, reproduce, modify, and transmit your Client Content solely for the purpose of providing and improving the Services for you. c) Privacy: Our use of any personal data contained within Client Content is governed by our Privacy Notice. You warrant that you have all necessary rights and consents to provide the Client Content to us for processing in accordance with this Agreement and our Privacy Notice. d) Aggregated Data: You agree that Busara.ai may collect, use, and create anonymised and aggregated data derived from your use of the Services for analytics, industry analysis, and to improve our algorithms and Services. This aggregated data will not identify you, your Users, or any individual.
7. Confidentiality
Each party (the “Receiving Party”) agrees to keep confidential all non-public information disclosed by the other party (the “Disclosing Party”) that is marked as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The Receiving Party will not use the Disclosing Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement. This obligation does not apply to information that is publicly known, already in the Receiving Party’s possession, or independently developed.
8. Intellectual Property Rights
a) Busara.ai IP: We own and retain all right, title, and interest in and to the Services, including all underlying software, algorithms, AI models, know-how, and any derivative works thereof, and all related Intellectual Property Rights. No rights are granted to you hereunder other than as expressly set forth herein. b) Client IP: You own and retain all Intellectual Property Rights in your Client Content. c) Output: Subject to your compliance with this Agreement, you shall own the specific Output you generate from the Services based on your Client Content. However, Busara.ai retains all ownership rights in the underlying Services and AI models used to create the Output. d) Feedback: If you provide us with any suggestions, ideas, or feedback regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to you.
9. Term and Termination
a) Term: This Agreement commences on the date you first accept it and continues for the duration of your subscription term. Your subscription will automatically renew for successive periods equal to the initial term unless you cancel it prior to the renewal date. b) Termination for Cause: Either party may terminate this Agreement if the other party commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice. c) Effect of Termination: Upon termination, your right to access and use the Services will cease immediately. You must pay any unpaid fees due. We will make your Client Content available for export for a period of thirty (30) days, after which we may delete it in accordance with our data retention policies.
10. Warranties and Disclaimers
a) Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BUSARA.AI MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. b) AI Output: YOU ACKNOWLEDGE THAT THE OUTPUT IS GENERATED BY ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS. WHILE WE STRIVE FOR ACCURACY, WE DO NOT GUARANTEE THAT THE OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS (“INACCURACIES”). YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND VERIFYING THE OUTPUT FOR ACCURACY AND APPROPRIATENESS FOR YOUR USE CASE. YOU SHOULD NOT RELY ON THE OUTPUT AS A SOLE SOURCE OF TRUTH OR FACT, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BUSARA.AI OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OF THE SERVICES; (B) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS; (C) ANY INTERRUPTION OF THE SERVICES; OR (D) ANY BUGS, VIRUSES, OR TROJAN HORSES THAT MAY BE TRANSMITTED THROUGH THE SERVICES.
OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO BUSARA.AI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Indemnification
You agree to defend, indemnify, and hold harmless Busara.ai, its affiliates, and their respective officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising out of or related to your Client Content or your violation of this Agreement or applicable law.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law principles.
Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved amicably through good-faith negotiations. If the dispute is not resolved within thirty (30) days, it shall be referred to and finally resolved by arbitration under the rules of the Nairobi Centre for International Arbitration (NCIA). The arbitration shall take place in Nairobi, Kenya, and the language of the proceedings shall be English. The decision of the arbitrator shall be final and binding on both parties.
14. General Provisions
a) Changes to Terms: We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the new Terms on our website or by sending an email to your registered account address. Your continued use of the Services after such changes constitutes your acceptance of the new Terms. b) Force Majeure: Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, or government actions. c) Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. d) Assignment: You may not assign this Agreement without our prior written consent. We may assign this Agreement without your consent. e) Entire Agreement: This Agreement, together with our Privacy Notice, constitutes the entire agreement between you and Busara.ai and supersedes all prior agreements and communications.
15. Contact Information
If you have any questions about these Terms and Conditions, please contact us at:
Kikao Creatives Agency
Pinetree plaza, Nairobi Kenya
Email: legal@busara.ai
