Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services provided by Cogitus OS Limited (“Company”, “we”, “us”, or “our”), a technology company incorporated in Kenya under the Companies Act, 2015.

By accessing our corporate website at cogitusoslimited.co.ke, submitting an enquiry, or using any of our software platforms under a valid service agreement, you agree to be bound by these Terms. If you do not agree, you must not use our services.

These Terms apply to:

Our corporate website and related enquiry channels

Arche HR

Intelligent Human Resources Management System (arche.co.ke)

Cogitus

College & Higher Education Management Platform (cogitus.co.ke)

Arbor

Real Estate CRM & Property Listings Platform (arbor.co.ke)

Bohari IMS

Inventory & Cost Control for Restaurants, Bistros & Cafés (bohari.co.ke)

Vuka OS

Growth Workspace for DJs & Artists (vukaos.co.ke)

Vuka OS is offered on a self-serve basis under its own product Terms of Service at vukaos.co.ke/terms. For the use of that platform, the product terms prevail over these Terms to the extent of any conflict.

Bohari IMS is provided to client organisations under written service agreements and its own product Terms at bohari.co.ke/terms, which prevail for use of that platform to the extent of any conflict.

Where you are an employee, student, agent, or end user of a client organisation, your use of our platforms is also subject to the policies and instructions of that organisation (the Data Controller). In case of conflict between these Terms and a signed service agreement with your organisation, the service agreement prevails.

Services

The corporate website, software platforms, support, onboarding, and related professional services we provide.

Client

An organisation or individual that enters into a service agreement with us to use one or more of our platforms.

Authorised User

A person permitted by a Client to access a platform under role-based access controls.

Website

The corporate site at cogitusoslimited.co.ke, including pages such as About, Products, Pricing, Contact, and Get Quote.

Content

Text, data, files, listings, records, and other materials uploaded to or generated through our platforms.

Personal Data

As defined in our Privacy Policy and the Data Protection Act, 2019.

• Clients are responsible for provisioning Authorised User accounts, assigning appropriate roles, and revoking access when no longer required.
• Clients must ensure that Authorised Users comply with these Terms and applicable law.
• Clients must provide accurate organisation and billing information and keep account credentials confidential.
• Clients remain responsible for the accuracy, legality, and rights to process Content they upload or cause to be processed through our platforms.
• Clients must obtain all necessary consents and provide all required notices to data subjects whose personal data is processed through our platforms, in line with the Data Protection Act, 2019.
• We may suspend or restrict access where we reasonably believe there is unauthorised use, a security risk, non-payment, or a material breach of these Terms.

You must not use our services to:

• Violate any applicable law, regulation, or third-party rights
• Upload malicious code, attempt unauthorised access, or interfere with platform security or availability
• Misuse personal data or process sensitive personal data without a lawful basis and appropriate safeguards
• Reverse engineer, copy, or resell our services except as expressly permitted in writing
• Send spam, fraudulent communications, or content that is defamatory, harassing, or otherwise unlawful
• Use our platforms in a manner that could damage our reputation, infrastructure, or other users

We reserve the right to investigate suspected violations and cooperate with law enforcement or regulatory authorities where required.

• Pricing for our software platforms is set out in proposals, order forms, or service agreements agreed with each Client. Website content and general enquiries do not constitute final pricing.
• Fees are quoted in Kenyan Shillings (KES) unless otherwise stated in writing.
• Invoices are payable within the period specified in the Client agreement. Late payment may attract interest or suspension of access as permitted by law and the agreement.
• Statutory integrations (such as KRA, NHIF, NSSF, M-Pesa, or payment gateways) may involve third-party fees payable by the Client directly to those providers.
• Unless expressly stated, fees are exclusive of applicable taxes, levies, or duties, which the Client is responsible for where required by law.

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. By using our services, you acknowledge that you have read and understood the Privacy Policy, including how we act as a Data Controller for corporate website enquiries and as a Data Processor for Client organisation data on our platforms.

Clients are responsible for their own compliance obligations as Data Controllers. We will process personal data on their behalf in accordance with applicable data processing agreements and the Data Protection Act, 2019.

• We aim to maintain reliable platform availability and apply security patches, monitoring, and incident response practices appropriate to enterprise software.
• Scheduled maintenance will, where practicable, be communicated in advance. Emergency maintenance may be performed without prior notice where necessary to protect security or stability.
• Support channels, response targets, and onboarding assistance are defined in each Client service agreement. Our Nairobi-based team provides support via email, phone (+254 707 211 241), and WhatsApp for onboarding and assistance.
• The Status page at /status may be used to communicate known incidents or maintenance where applicable.

Except as expressly stated in a signed service agreement, we do not guarantee uninterrupted or error-free operation of the services.

To the fullest extent permitted by Kenyan law, our website and services are provided on an “as is” and “as available” basis. We disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the services will meet every business requirement, that statutory filings made through our platforms will be accepted without correction by third parties, or that all integrations with external systems will remain available without change.

General information on our website about products, pricing, or compliance is not legal, tax, or professional advice. Clients should obtain independent advice where appropriate.

To the maximum extent permitted by applicable law, Cogitus OS Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to the use of our services.

Our total aggregate liability arising out of or relating to any claim under these Terms or the services shall not exceed the fees paid by the relevant Client to us for the services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability, except where liability cannot be limited under Kenyan law.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited by law.

Clients agree to indemnify and hold harmless Cogitus OS Limited, its directors, officers, employees, and contractors from claims, losses, damages, liabilities, and reasonable costs (including legal fees) arising from:

• Client Content or instructions that violate law or third-party rights
• Misuse of the services by the Client or its Authorised Users
• Failure by the Client to obtain required consents or provide required notices to data subjects
• Breach of these Terms or the applicable service agreement by the Client

• Clients may terminate subscribed services in accordance with their service agreement and any applicable notice period.
• We may suspend or terminate access immediately where required by law, where fees are materially overdue, or where there is a serious breach of these Terms or acceptable use requirements.
• Upon termination, Client access to the relevant platform will end. Export and data return provisions are governed by the service agreement and our Privacy Policy retention schedules, subject to legal retention obligations.
• Sections that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will continue in effect.

These Terms are governed by the laws of the Republic of Kenya, without regard to conflict-of-law principles. The courts of Kenya shall have exclusive jurisdiction over disputes arising out of or relating to these Terms, subject to any alternative dispute resolution process agreed in a Client service agreement.

We encourage Clients to contact us first to resolve concerns informally. Where a signed service agreement includes a dispute resolution clause (such as escalation, mediation, or arbitration), that clause applies to subscribed services.

For website visitors and general enquiries not covered by a separate agreement, parties agree to attempt good-faith resolution before commencing formal proceedings in the Kenyan courts.

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. The effective date at the top of this document indicates when they were last revised. Material changes affecting subscribed Clients will be communicated through the relevant platform, by email, or as required under the service agreement. Continued use of our services after an update constitutes acceptance of the revised Terms.

For questions about these Terms, please contact:

Organisation

Cogitus OS Limited

Email

info@cogitusoslimited.co.ke

Phone

+254 707 211 241

Address

Nairobi, Kenya

Website

cogitusoslimited.co.ke

Privacy Policy

cogitusoslimited.co.ke/privacy