Trusted kigali developers

Commercial Terms of Service

Effective: May 18, 2025

Welcome to Trusted Kigali Developers! These Commercial Terms of Service (“Terms”) govern the use of our cloud computing services and related offerings by you or the organization you represent (“Customer”). “Trusted Kigali Developers” or “TKD” refers to Trusted Kigali Developers, a Rwandan company based in Kigali. These Terms apply to Customer’s access to TKD’s cloud solutions, APIs, tools, documentation, and services (collectively, the “Services”), effective on the earlier of the date Customer electronically consents to these Terms or first accesses the Services (“Effective Date”).

Note: You must have legal authority to bind your organization to these Terms. The Services are for commercial use only. Consumer offerings, if any, are governed by separate terms. Private customers enter into individual material agreements, which supplement these Terms.

A. Services

A.1 Overview

Subject to these Terms, TKD grants Customer a non-exclusive, non-transferable license to use the Services to deploy, manage, and optimize cloud infrastructure for Customer’s operations or its end users (“Users”). Services include secure, scalable cloud solutions and open-source tools, subject to applicable software licenses (e.g., MIT, Apache, GPL).

A.2 Open-Source Software

The Services incorporate open-source software, licensed under their respective terms (available in the documentation or repository). Customer must comply with these licenses when using open-source components. TKD ensures transparency by providing access to source code and license details where required.

A.3 Third-Party Features

Customer may integrate third-party services or tools (“Third-Party Features”) with the Services at its discretion. TKD is not responsible for Third-Party Features, which are governed by their own terms.

A.4 Feedback

If Customer provides feedback on the Services, TKD may use it to improve the Services without obligation to Customer, subject to confidentiality obligations below.

B. Customer Content

B.1 Ownership

Customer retains all rights to its Inputs (e.g., configuration data, code snippets) and Outputs (e.g., system logs, processed data) generated by the Services, to the extent permitted by law. TKD disclaims any ownership over Customer Content and assigns any rights it may have in Outputs to Customer, subject to compliance with these Terms.

B.2 Usage

TKD will not use Customer Content to train models or for purposes beyond delivering the Services, except where explicitly authorized in a material agreement or required for trust and safety compliance (e.g., detecting policy violations).

C. Data Privacy

Data processing complies with Rwanda’s DPP Law (No 058/2021) and TKD’s Privacy Policy. For private customers, individual material agreements may include additional data processing terms. Where applicable, TKD acts as a data controller or processor under DPP Law (Art. 3).

D. Trust and Safety; Restrictions

D.1 Compliance

Both parties will comply with applicable laws, including Rwanda’s DPP Law, the Tax Procedure Law of 2023, and export control regulations. Customer is responsible for ensuring its use of the Services adheres to all relevant legal and regulatory requirements.

D.2 Policies

Customer and its Users must comply with:

  • TKD’s Usage Policy, prohibiting misuse (e.g., unauthorized access, malicious code).
  • Service-Specific Terms, outlined in material agreements or documentation.
  • Open-Source License Terms, for any open-source components.

Customer must cooperate with TKD’s reasonable requests to verify compliance, including providing identity or usage details.

D.3 Output Limitations

Customer must evaluate Outputs for accuracy and suitability before use, as Outputs may be incomplete or inaccurate. Customer must notify Users that Outputs should not be relied upon without independent verification.

D.4 Use Restrictions

Customer may not:

  • Use the Services to build competing cloud solutions or resell Services without TKD’s written consent.
  • Reverse engineer, decompile, or duplicate the Services.
  • Violate open-source license terms or facilitate third-party violations.

D.5 Account Security

Customer is responsible for all activity under its account and must notify TKD immediately at [email protected] if it suspects a breach or attack.

E. Confidentiality

E.1 Confidential Information

“Confidential Information” includes Customer Content, TKD’s proprietary data, and any information marked as confidential or reasonably understood to be so. Customer Content is Customer’s Confidential Information.

E.2 Obligations

The receiving party (“Recipient”) may use Confidential Information only to fulfill its obligations under these Terms and must protect it with reasonable care, at least as it protects its own Confidential Information. Disclosure is limited to employees or agents (“Representatives”) bound by equivalent confidentiality obligations. Recipient is liable for its Representatives’ actions.

E.3 Exclusions

Confidential Information excludes data that:

  • Becomes public through no fault of Recipient.
  • Is received from a third party without breaching confidentiality.
  • Is independently developed by Recipient without using Confidential Information.

Recipient may disclose Confidential Information if required by law, with prompt notice to the disclosing party (“Discloser”) unless prohibited.

E.4 Destruction

Upon Discloser’s request, Recipient will destroy Confidential Information, except for legally required copies or automated backups, which remain subject to these Terms.

F. Intellectual Property

Except as expressly stated, these Terms do not grant either party rights to the other’s intellectual property. Open-source components are governed by their respective licenses.

G. Publicity

TKD may use Customer’s name and logo to identify Customer as a client. TKD may request Customer to provide a quote or participate in co-marketing, which Customer will consider in good faith.

H. Fees and Taxation

H.1 Payment

Fees are specified in the Customer’s material agreement or TKD’s pricing documentation. Private customers agree to fees in individual contracts. Fees are due as invoiced, and prepayment may be required for certain Services.

H.2 Rwanda Revenue Authority (RRA) Compliance

TKD complies with the Rwanda Revenue Authority (RRA) requirements under the Tax Procedure Law of 2023. For every sale transaction, TKD issues an Electronic Billing Machine (EBM) invoice to the Customer, as required by law and agreed in material agreements with clients. Customers must request EBM invoices for all transactions, and failure to comply may result in penalties, including:

  • Non-Issuance of EBM Invoice: Fine of 10 times the evaded VAT (or 200,000 RWF for non-VAT registered taxpayers); 20 times for repeat offenses (or 400,000 RWF).
  • Underpriced EBM Invoice: Fine of 10 times the underpriced amount (or evaded VAT); 20 times for repeat offenses.
  • Other EBM Non-Compliance: Fine of 200,000 RWF; 400,000 RWF for repeat offenses.
  • Additional Penalties: Business closure for 30 days, exclusion from public tenders, business register withdrawal, or public naming in newspapers.

TKD uses EBM to maintain accurate bookkeeping and stock records, facilitating VAT declarations and reducing errors. Customers may request EBM sales data for their VAT annexures, as agreed in material agreements.

H.3 Taxes

Fees exclude applicable taxes, duties, or assessments (“Taxes”). Customer is responsible for remitting Taxes to the RRA or other relevant authority and providing TKD with evidence of payment upon request. If withholding taxes apply, Customer must make a gross-up payment to ensure TKD receives the full invoiced amount, accounting for all applicable Taxes.

H.4 Billing

Failure to pay fees when due may result in suspension or termination of access to the Services. TKD reserves all rights to pursue collection of unpaid amounts.

I. Termination and Suspension

I.1 Term

These Terms begin on the Effective Date and continue until terminated (“Term”).

I.2 Termination

  • Either party may terminate these Terms with 30 days’ written notice.
  • Either party may terminate for the other’s material breach with 30 days’ written notice, unless cured.
  • TKD may terminate immediately if providing Services to Customer violates applicable law.

I.3 Suspension

TKD may suspend Customer’s access to the Services if:

  • There is a security risk or attack on the Services.
  • Customer or Users violate Sections D.1 (Compliance), D.2 (Policies), or D.4 (Use Restrictions).
  • Providing Services to Customer becomes legally prohibited or significantly costlier.
  • A third-party vendor suspends TKD’s access to necessary services.

TKD will notify Customer of suspensions and resume access once the issue is resolved, where possible. TKD is not liable for damages from suspensions.

I.4 Effect of Termination

Upon termination, Customer’s access to the Services ceases. Sections E (Confidentiality), G (Publicity), H (Fees and Taxation), I (Termination and Suspension), J (Disputes), K (Indemnification), L (Warranties and Limits on Liability), and M (Miscellaneous) survive termination.

J. Disputes

J.1 Informal Resolution

For any dispute, claim, or controversy (“Dispute”), parties will attempt informal resolution. The disputing party must provide written notice (“Dispute Notice”). If unresolved within 45 days, parties may proceed to arbitration.

J.2 Arbitration

Disputes will be resolved by binding arbitration in English:

  • For Customers in the EEA, UK, or Switzerland: By a sole arbitrator in Kigali, Rwanda, under UNCITRAL Arbitration Rules, with the appointing authority being the Rwanda Bar Association.
  • For others: By a sole arbitrator in Kigali, Rwanda, under the International Chamber of Commerce (ICC) Arbitration Rules.

Judgments may be entered in any court with jurisdiction. Parties waive jury trials and class actions to the extent permitted by law.

J.3 Equitable Relief

Parties may seek equitable relief (e.g., injunctions) without waiving arbitration requirements.

K. Indemnification

K.1 Claims Against Customer

TKD will defend and indemnify Customer against third-party claims (“Customer Claims”) alleging that Customer’s authorized use of the Services infringes third-party intellectual property rights, except where claims arise from:

  • Customer’s modifications to the Services or Outputs.
  • Combining Services or Outputs with non-TKD technology.
  • Customer’s Inputs.
  • Known infringing use by Customer.
  • Patent practice or trademark use in commerce.

K.2 Claims Against TKD

Customer will defend and indemnify TKD against third-party claims (“TKD Claims”) related to:

  • Customer’s or Users’ Inputs.
  • Use of Services violating Sections D.2 (Policies) or D.4 (Use Restrictions).

K.3 Process

The indemnified party must promptly notify the indemnifying party of a claim and cooperate in its defense. The indemnifying party controls the defense, subject to the indemnified party’s right to reject settlements admitting liability. Indemnification is the sole remedy for covered claims.

K.4 Exclusions

Indemnification does not apply to fraud, willful misconduct, legal violations, or breaches of these Terms.

L. Warranties and Limits on Liability

L.1 Warranties

Each party warrants it is authorized to enter these Terms and that doing so does not violate its governing rules. Customer warrants it has rights to submit Inputs.

L.2 Disclaimer of Warranties

Except as stated, the Services and Outputs are provided “as is” without warranties, express or implied, including for merchantability, non-infringement, or fitness for a particular purpose. TKD does not warrant accuracy, completeness, or uninterrupted use of the Services.

L.3 Limits on Liability

  • Liability excludes consequential, incidental, special, indirect, or exemplary damages (e.g., lost profits, data, or savings).
  • Liability is capped at fees paid by Customer in the prior 12 months.
  • These limits apply to the maximum extent permitted by law, including for torts, and do not apply to indemnification obligations.

M. Miscellaneous

M.1 Notices

Notices must be in writing and sent to:

  • Customer: The email or address provided to TKD.
  • TKD: [email protected] or KK 8 AV, Kicukiro, Kigali, Rwanda.

Notices are effective upon receipt.

M.2 Electronic Communications

Customer consents to electronic communications (e.g., email, in-Service notifications). To opt out of non-essential communications, contact TKD or reply “STOP” to SMS.

M.3 Amendment

TKD may update these Terms with 30 days’ notice, effective upon posting or notice. Legal or regulatory changes take effect immediately. Amendments require mutual written consent otherwise.

M.4 Assignment

Neither party may assign rights or delegate duties without written consent, except TKD may assign to affiliates or in business sales. Unauthorized assignments are void.

M.5 Severability

Invalid provisions do not affect others. Parties will negotiate to replace invalid terms.

M.6 Governing Law and Venue

These Terms are governed by Rwandan law for Customers in Rwanda and the laws of Ireland for Customers in the EEA, UK, or Switzerland; otherwise, California law applies. Non-arbitrated disputes are resolved in:

  • Kigali courts (Rwanda).
  • Irish courts (EEA, UK, Switzerland).
  • California courts (others).

M.7 Export Controls

Customer may not export Services to prohibited entities, countries, or uses under Rwandan, U.S., or other applicable laws.

M.8 Integration

These Terms, including the Usage Policy, Service-Specific Terms, open-source licenses, material agreements, and Privacy Policy, constitute the entire agreement, superseding prior understandings.

M.9 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control (e.g., natural disasters, government actions).

Contact:
Trusted Kigali Developers
KK 8 AV, Kicukiro, Kigali, Rwanda
Email: [email protected]
WhatsApp: +250 789 207 778