Terms of service

1. The service

Diranta is web-based software for strategy, performance and board governance. It includes planning and tracking tools, board paper and resolution management, reporting, and optional AI features (together, the "Service"), delivered through diranta.com and the application.

We may improve, add or remove features. If we remove a feature that is material to a paid plan, we will give reasonable notice and, where we cannot offer a comparable replacement, a pro-rata refund of prepaid fees for the affected period.

2. Accounts and users

You are responsible for everything that happens in your organisation's account, including the actions of the people you invite.

• Keep credentials confidential and tell us promptly at [email protected] if you suspect unauthorised access.
• Give each person their own login. Shared logins are not allowed.
• Keep the details you give us (organisation name, billing details, administrator contacts) accurate and current.
• Administrators control user access, roles and organisation-wide settings, including the AI budget described below.

3. Acceptable use

You and your users must not:

• Break the law, or upload content you have no right to use.
• Attempt to gain unauthorised access to the Service, other customers' data or our systems, or probe or test their vulnerabilities without our written permission.
• Interfere with or overload the Service, including by automated means beyond the documented API.
• Reverse engineer the Service, except where the law allows it despite this restriction.
• Resell or provide the Service to third parties as a competing offering.
• Use the AI features to generate unlawful, deceptive or harmful content.

4. Your content

You keep all rights in the content you and your users put into the Service, including strategies, goals, documents, board papers, comments and uploaded files ("Customer Content"). You give us a limited licence to host, process, back up and display Customer Content only to provide, secure, support and improve the Service for you, and as described in our Privacy Policy.

You are responsible for Customer Content and for having the rights and permissions, including from data subjects, needed to put it in the Service.

We do not use Customer Content to train third-party AI models, and we require our AI providers not to do so either [confirm against providers' current terms].

5. AI features

AI features generate suggestions, drafts and answers using your content and third-party language models. Output may be incomplete, inaccurate or similar to output given to other users. You are responsible for reviewing AI output before relying on it, especially for board, legal, financial or regulatory decisions. AI output is not professional advice.

AI is pay-as-you-go and is off until an administrator sets a monthly AI budget. See Fees and billing.

6. Fees and billing

Plans and prices are shown on our pricing page or in your order form. Subscription fees are invoiced in advance for each billing period (monthly unless agreed otherwise) in US dollars or Kenya shillings, as selected for your organisation. [Taxes: confirm VAT and withholding tax treatment; unless stated, prices exclude applicable taxes.]

AI usage is not included in any plan. AI you use in a month is invoiced after the month ends, on the same invoice as your next subscription charge. Organisations on the Free plan, annual plans, or without an upcoming subscription invoice receive an AI-only invoice. Your administrator sets a monthly AI budget, in US dollars, which is the most we will bill you for AI in that month. When the budget is used up, or set to zero, AI stops until it is raised. Usage already incurred before a budget is lowered or switched off is still billed. Usage and spend to date are shown in Settings, AI usage.

Invoices are payable within 14 days of issue by the methods shown on the invoice (for example bank transfer or M-Pesa). If an invoice is overdue we may send reminders and, after reasonable notice, suspend access until it is paid. Overdue amounts remain payable. We may charge interest on late payments at [rate] where the law allows.

Unless these terms or the law say otherwise, fees are non-refundable. You may change or cancel your plan in the application; cancellation takes effect at the end of the current billing period. Fees already invoiced, including for AI usage, remain payable.

We may change prices on at least [30] days' written notice, effective from your next billing period.

7. Free trial and Free plan

New organisations may receive a trial of [14] days on [Business plan features] and one free AI action. There is no obligation to continue. When the trial ends we will move the organisation to the Free plan or to the paid plan you selected. We may limit or end trials or the Free plan at any time.

8. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to people who need it and are bound to confidentiality, or when the law requires (with notice where legally allowed). This does not apply to information that is public, independently developed or lawfully received from someone else.

9. Security and data protection

We use appropriate technical and organisational measures to protect the Service and Customer Content, described on our security page. Where we process personal data in Customer Content on your behalf, we act as your processor and you act as the controller under the Kenya Data Protection Act, 2019 and similar laws. A data processing agreement is available on request [or: forms part of these terms as Schedule 1].

We will notify you without undue delay after becoming aware of a personal data breach affecting Customer Content, in line with applicable law.

10. Intellectual property

We and our licensors own the Service, including software, design, templates and documentation, and all related intellectual property. We grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during the term. Feedback you give us may be used without obligation to you.

The Diranta name and logo are our trademarks. You may not use them without our written permission, except to truthfully refer to the Service.

11. Availability and support

We work to keep the Service available but do not guarantee uninterrupted or error-free operation. We may carry out maintenance, with advance notice where practical. Support is provided by email at [email protected] during [business hours]. [Service levels for enterprise customers are set out in the order form.]

12. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Except as stated in these terms, and to the extent the law allows, the Service is provided "as is" and we disclaim all other warranties, including fitness for a particular purpose and non-infringement. We do not warrant that AI output is accurate or suitable for your purposes.

13. Limitation of liability

Nothing in these terms limits liability that cannot be limited by law, including for fraud or for death or personal injury caused by negligence.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, goodwill or anticipated savings. Each party's total liability arising out of these terms is limited to [the fees you paid or owe us for the Service in the 12 months before the event that gave rise to the claim]. [Lawyer to confirm caps, carve-outs for data breach, indemnities and confidentiality.]

14. Term, suspension and termination

These terms apply from when you first use the Service and continue until terminated. You may stop using the Service and cancel your plan at any time. Either party may terminate for material breach that is not remedied within 30 days of written notice. We may suspend access immediately where needed to protect the Service or other customers, or for non-payment as described above.

After termination you can export your Customer Content for [30] days; we then delete it from active systems and, within [90] days, from backups, unless the law requires us to keep it. Sections that by their nature should survive (including fees owed, confidentiality, intellectual property, liability and governing law) survive termination.

15. Changes to these terms

We may update these terms. We will give at least [30] days' notice of material changes by email to your administrators or in the application. If you do not agree, you may cancel before the change takes effect; continued use afterwards means you accept the updated terms.

16. Governing law and disputes

These terms are governed by the laws of Kenya. The parties will first try to resolve any dispute in good faith through senior representatives. Unresolved disputes are subject to the exclusive jurisdiction of the courts of Kenya, sitting in Nairobi.

17. General

These terms and any order form are the entire agreement on their subject. If a provision is unenforceable the rest continues to apply. Failing to enforce a right is not a waiver. You may not assign these terms without our consent, except to a successor to your whole business; we may assign them to a successor to ours. Notices to us go to [email protected]; notices to you go to your administrator and billing contacts in the application. Neither party is liable for delay caused by events beyond its reasonable control.

18. Contact

Diranta [registered office address to be added] · [email protected]