Effective Date: 30 July 2026
These Terms of Service ("Terms") govern your use of HabariChat's products and services, including our APIs, software, tools, developer services, data, documentation, and websites (collectively, "Services"). By accessing or using our Services, you agree to these Terms and our Privacy Policy.
HabariChat is a product of Habari Labs Limited, a private limited company incorporated in the Republic of Kenya under the Companies Act, 2015, with company number PVT-BB1PA5W3 and registered office at P.O. Box 43529, 00100 G.P.O. Nairobi, Kenya. In these Terms, "HabariChat", "we", "us", and "our" refer to Habari Labs Limited, which is the contracting party under these Terms.
If you have entered into a signed Software Subscription and Services Agreement with Habari Labs Limited, that agreement together with its Order Form, any Statement of Work and its Schedules governs your use of the Services and prevails over these Terms in the event of any inconsistency. These Terms apply in full to self-service, trial and unsigned use of the Services, and apply to signed customers only to the extent they do not conflict with the signed agreement.
Where a signed agreement is in place, the documents forming that agreement apply in the following order of precedence: any written amendment signed by both parties; the Data Processing Schedule, for matters concerning personal data; the Order Form; any Statement of Work; the body of the agreement; and the remaining Schedules. A purchase order or other administrative document you issue does not change the agreement unless both parties agree to the change in writing.
You must be at least 18 years old to use the Services. If you use our Services on behalf of another entity, you must have the authority to accept these Terms on its behalf. You agree to provide accurate and complete registration information and keep it updated. You are responsible for all activity associated with your account, including safeguarding your credentials.
You are responsible for your authorised users. You must ensure that only authorised users access your account, keep usernames, passwords and other access details secure, promptly remove access for any person who is no longer authorised, and notify us of any suspected unauthorised access.
We grant you a non-exclusive, non-transferable right to access and use the Services for your business operations during your subscription term, in accordance with these Terms and all applicable laws. HabariChat retains all rights, title, and interest in and to the Services.
Your access is limited to the features, users, channels and usage levels stated in your selected plan or Order Form. Any additional Services or usage is subject to the charges stated in your plan or Order Form, or as otherwise agreed in writing.
We welcome and may freely use any feedback, comments, or suggestions you provide to improve our Services without obligation or compensation.
You may not:
You must inform us before using the Services to process sensitive or regulated information, including health information, children's information, biometric information, or data relating to government systems, so that we can confirm whether additional safeguards are required.
Any third-party platforms or tools you connect to HabariChat (for example WhatsApp, Telegram, Facebook, Instagram, SMS and email providers) are governed by their own terms and conditions. You are solely responsible for complying with those terms, for maintaining any account or approval required by that provider, and for obtaining appropriate consents and permissions.
We are not responsible for an outage, restriction, price change or other action by a third-party service which is beyond our reasonable control. Where reasonably possible, we will assist you to restore the affected connection or identify an alternative.
Unless your plan or Order Form states otherwise, charges imposed by a third-party service are payable by you and may be passed through by us at cost. Where a third-party service restricts or suspends your account because of your own conduct, you remain responsible for the fees payable for the Services.
You agree to:
You remain responsible for complying with the laws and professional requirements applicable to your business and communications.
Implementation, configuration, integration, training, development and other professional services are described in your Order Form or a Statement of Work, including the scope, deliverables, timetable, fees and responsibilities of each party.
You agree to provide the information, access, content, decisions and assistance we reasonably require to perform those services. A delay on your side may extend the agreed timetable. We will notify you of any resulting additional work or cost before incurring it.
You should review each deliverable within five business days after delivery. A deliverable is treated as accepted if you confirm acceptance, begin using it in your operations, or do not identify a material failure within the review period. We will correct any material failure properly identified during the review period and resubmit the deliverable. Any change to the agreed scope, fees or timetable must be recorded in writing by both parties.
You retain all rights to the input data ("Input") you provide to the Services. Subject to your compliance with these Terms, you are assigned ownership of the output ("Output") generated in response (together, "Content"). You permit us to host, copy, transmit and process your Content only as required to provide, support and secure the Services. You are responsible for ensuring your Content is lawful and non-infringing, and you confirm that you have the right to provide it and to permit its use under these Terms.
Due to the probabilistic nature of machine learning, similar Input from different users may result in identical or similar Output. Output of that kind is not exclusive to you. This does not permit us to disclose your Input, your knowledge-base content or your customer conversations to any other customer, which remain confidential under section 9.
We will not use identifiable customer data to train a general-purpose model, or a model made available to other customers, without your written consent. We may use anonymous and combined service information to operate, secure and improve HabariChat, provided that the information does not identify you or any individual.
Our Services leverage AI and are inherently probabilistic. Outputs may be incomplete, inaccurate or unsuitable for their intended purpose. You are responsible for verifying Output before relying on it, especially in sensitive or legal contexts.
HabariChat may generate automated responses, summaries, recommendations and other content using the information you supply and the settings selected for your account. We will use reasonable efforts to ensure the AI features operate in accordance with the agreed configuration, but we do not guarantee that every output will be accurate or error-free.
You agree to:
You must not rely solely on an automated response to make a decision that may significantly affect a person's health, finances, employment, legal rights or access to an essential service. Where required by law, you must inform affected persons that AI is being used and provide access to human review.
HabariChat is primarily automated. You are responsible for configuring human handoff or override workflows within your business processes. We are not liable for a failure to respond in scenarios requiring human attention except as provided in an agreed service level.
HabariChat supports integrations with various messaging platforms, including the WhatsApp Business API, Facebook Messenger, Telegram and Instagram. You:
We do not store platform credentials or end-user tokens without encryption and secure protocols. Misuse or abuse of integrations may lead to suspension of the affected Services.
You agree to pay all applicable fees for the plan you select or the fees stated in your Order Form or Statement of Work. You must provide accurate billing information. Subscription fees are invoiced in advance. Usage charges and third-party charges are invoiced in arrears. Charges may be recurring and will be billed periodically unless cancelled.
Each invoice is payable within thirty days from the invoice date. Fees exclude value added tax and any other tax or statutory charge we are required to collect.
You must notify us of any invoice dispute within fourteen days from the invoice date, with reasons. You remain obliged to pay the undisputed portion when it falls due.
An overdue undisputed amount attracts interest at one per cent per month, or the highest rate permitted by law, whichever is lower. We may suspend the affected Services where an undisputed payment remains overdue fourteen days after written notice. Where reasonably possible we will notify you before suspending, limit the suspension to the affected Service, and restore access promptly once the cause has been addressed.
We may change recurring fees for a renewal term by giving you at least sixty days' written notice before your current subscription term ends. For self-service plans with no fixed term, we will give at least sixty days' written notice before the change takes effect. This does not apply to changes required by law or to beta and experimental features.
Prepaid fees are non-refundable, except where you terminate the affected Services because of our unremedied breach, where a refund is required by law, or where these Terms expressly provide for a refund. Where a refund is provided for, it covers prepaid fees relating to the remaining period of the affected Service.
Multiple accounts created to exploit the free tier may result in disqualification and standard fees.
We will provide the Services with reasonable skill and care and will use reasonable efforts to keep HabariChat available during your subscription term. Any agreed availability level, support hours, response times and service credits are stated in your Order Form or Service Level Schedule.
Support is provided through the contact channel and during the hours stated in your plan or Order Form. Support requests are classified as follows:
A target response time measures acknowledgement and the commencement of investigation. The time required to resolve an issue depends on its nature, your cooperation, and any third-party service involved.
Where an availability commitment applies, monthly availability is calculated from the total minutes in the month, excluding scheduled or urgent maintenance, failure of a third-party service, the internet or your own systems, your breach, misuse or configuration, a suspension permitted under these Terms, and force majeure events.
We may carry out scheduled or urgent maintenance. Where reasonably possible we will give at least forty-eight hours' notice of scheduled maintenance and will seek to minimise disruption. We may update the Services to improve their features, security, performance or legal compliance.
We will not materially reduce a feature you have purchased during your subscription term unless the change is required by law, by security concerns, or by a third-party service. Where such a change materially affects your use and we cannot provide a reasonable alternative, you may terminate the affected Service and receive a refund of prepaid fees relating to the remaining period.
Where your Order Form selects service credits, the following apply to the affected monthly subscription fee: five per cent where availability falls below the agreed commitment but remains at or above 99.0 per cent; ten per cent where availability falls below 99.0 per cent but remains at or above 98.0 per cent; and twenty per cent where availability falls below 98.0 per cent. You must request a credit within ten business days after the affected month. Credits are applied to a future invoice and will not exceed twenty per cent of the affected monthly subscription fee.
Each party will keep confidential all information received from the other which is identified as confidential or which ought reasonably to be understood as confidential. This includes our APIs, source code and performance data, and includes your business information, knowledge-base content and customer conversations. Each party will use the other's confidential information only for the purposes of these Terms, protect it with reasonable care, and disclose it only to persons who need it for those purposes and are bound by confidentiality obligations.
These obligations do not apply to information which is publicly available without a breach of these Terms, was lawfully known to the receiving party before disclosure, is independently developed without using the other party's confidential information, or is lawfully received from another person without a duty of confidentiality. A party may disclose confidential information where required by law or a competent authority and, where legally permitted, will notify the other party before doing so.
These confidentiality obligations continue for five years after these Terms end. Personal data and trade secrets remain protected for as long as required by law or for as long as they retain their confidential nature.
We maintain reasonable technical and organisational measures to protect the Services and your data against unauthorised access, loss, alteration or disclosure, appropriate to the nature of the Services. These measures include:
We may update these measures provided that the overall level of protection is not materially reduced. Any specific certification, recovery time objective, recovery point objective, dedicated environment, data-residency requirement or enhanced security measure must be agreed in writing in an Order Form.
You agree to implement adequate security measures to safeguard API credentials, tokens, and data exchanged via our Services. You remain responsible for the security of your devices, user accounts, access details and systems outside our control. Each party will promptly notify the other of any security incident affecting the Services or your data and will reasonably cooperate in investigating and addressing it. Suspected breaches or vulnerabilities should be reported to [email protected].
Habari Labs Limited is registered with the Office of the Data Protection Commissioner ("ODPC") under the Kenya Data Protection Act, 2019 (No. 24 of 2019) in both of the capacities recognised by that Act:
Which capacity applies depends on the data in question. In respect of the messages, contact records, and other personal data that you and your end customers exchange through the Services, you are the data controller and Habari Labs Limited acts as your data processor, processing that data only on your documented instructions, as necessary to provide and secure the Services, or where required by law. In respect of the personal data we collect to run our own business, including your account and billing records, your correspondence with our support team, and platform usage analytics, Habari Labs Limited acts as a data controller in its own right and processes that data under the lawful bases set out in our Privacy Policy.
You remain responsible for ensuring that your own collection and use of personal data through the Services complies with all applicable privacy law, including the Kenya Data Protection Act, 2019 and, where it applies to you, the GDPR. That responsibility includes establishing and maintaining a lawful basis for your processing, collecting only the information required for your stated purposes, providing the required privacy notices, obtaining and recording any consents required, determining whether a data protection impact assessment or other approval is required, giving us lawful instructions, and handling data subject requests made to you by your own end customers.
We will provide reasonable assistance to you in responding to requests concerning personal data, in carrying out impact assessments, and in meeting your data-protection obligations, and we will notify you if we reasonably believe an instruction you give us breaches data-protection law.
You authorise us to use the subprocessors required to provide the Services. We ensure that each subprocessor is bound by appropriate written data-protection obligations and we remain responsible for their performance. We will provide a current subprocessor list on request and will give reasonable notice of a material new subprocessor. You may object to a new subprocessor within ten business days on reasonable data-protection grounds, and we will work with you to find a reasonable alternative.
We will notify you without undue delay and, where reasonably possible, within twenty-four hours after confirming a personal data breach affecting your data. The notice will give the available details of the nature of the breach, the information and persons affected, the likely consequences, and the steps taken or proposed. We will investigate, contain and remedy the breach and provide reasonable assistance with any notification required by law.
We will transfer personal data outside Kenya only where the transfer is required to provide the Services, you have been informed, and the safeguards required by law are in place. Any agreed hosting or data-location requirement must be stated in your Order Form.
Once in any twelve-month period, on at least fifteen business days' notice, you may request information or conduct a reasonable audit of our compliance with our data-protection obligations. An audit must protect other customers' information and avoid unreasonable disruption. An additional audit may be conducted following a material breach or where required by a regulator.
You may request access, correction, or deletion of user data at any time by emailing [email protected]. We will respond to verified requests within the timelines prescribed by the Kenya Data Protection Act, 2019.
Our standard Data Processing Agreement, which forms Schedule 3 of our Software Subscription and Services Agreement, together with copies of both ODPC certificates, is available on request at [email protected]. Our registrations are verifiable against the ODPC public register.
We retain all rights in HabariChat, including its software, source code, design, technology, documentation, trade marks and improvements. You receive only the right to access and use the Services during your subscription term as provided in these Terms.
You retain all rights in your data. Ownership of any custom work developed for you is stated in the applicable Statement of Work. Unless otherwise agreed, we retain ownership of our existing tools, methods, software and reusable components.
You may not use HabariChat logos or names without our permission. We will not use your name, logo or testimonial for marketing without your consent. Copyright notices must follow the applicable Kenyan procedure.
Each party confirms that it has the authority to enter into and perform these Terms.
We warrant that the Services will substantially operate as described in the documentation, that any professional services will be performed with reasonable skill and care, and that we will not knowingly introduce harmful code into your systems.
Where we breach one of those warranties, we will use reasonable efforts to correct or repeat the affected Service. If we cannot do so within a reasonable period, you may terminate that Service and receive a refund of prepaid fees for the remaining period.
Except for the warranties expressly stated in these Terms, we do not guarantee that the Services will always be uninterrupted, or that they will meet a purpose which you did not disclose to and agree with us. Nothing in these Terms limits any right or warranty which the law does not permit us to exclude.
Our indemnity to you. We will defend and indemnify you against a third-party claim that your authorised use of HabariChat infringes that third party's intellectual property rights. This does not apply where the claim arises from your data, a change made by you, use of the Services contrary to these Terms or the documentation, combination with a product or service not supplied or approved by us, or continued use after we have notified you to stop.
If such a claim is made or is reasonably likely, we may obtain the right for you to continue using the affected Service, modify or replace it, or terminate it and refund the related prepaid fees for the remaining period.
Your indemnity to us. You will defend and indemnify HabariChat, its affiliates and personnel against a third-party claim arising from your data where it infringes another person's rights, your failure to obtain a required consent for a communication or campaign, your unlawful or misleading content, your use of the Services, or your material breach of section 17 (Acceptable Use).
The party seeking indemnity must promptly notify the other of the claim and provide reasonable assistance. The indemnifying party may control the defence and settlement but will not admit fault or impose an obligation on the other party without its consent.
Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business opportunity, goodwill or anticipated savings arising from these Terms.
Subject to the paragraphs below, each party's total liability arising from the Services will not exceed the fees paid or payable during the twelve months before the event giving rise to the claim. Where a claim arises during the first twelve months, the limit is the fees paid or payable for those first twelve months.
Liability for breach of confidentiality, breach of data-protection obligations, or an indemnity under section 13 will not exceed twice that limit.
No limitation in these Terms applies to fraud or wilful misconduct, death or personal injury caused by negligence, your obligation to pay fees, or any liability which the law does not permit us to limit.
Each party will take reasonable steps to reduce any loss arising from a breach of these Terms.
These Terms begin when you first access the Services and continue while any subscription remains in force. Each subscription continues for its stated term.
Unless your plan or Order Form states otherwise, a subscription renews for further periods of the same length, up to twelve months each, unless either party gives at least thirty days' written notice before the current term ends.
We may suspend the affected Services where reasonably necessary to address a security threat, unlawful use of the Services, a serious breach of section 17, or an undisputed payment which remains overdue fourteen days after written notice. Where reasonably possible we will notify you before suspension, limit the suspension to the affected Service, and restore access promptly after the cause has been addressed.
Either party may terminate the affected subscription if the other commits a material breach and fails to correct it within thirty days after receiving written notice.
Either party may terminate immediately if the other becomes insolvent, enters liquidation, administration or receivership, or ceases carrying on business.
We may terminate an affected Service if continuing it would breach the law or a binding requirement of a third-party service and no reasonable alternative is available. Where you did not cause that circumstance, we will refund prepaid fees for the remaining period.
Termination for convenience applies only where your plan or Order Form expressly allows it. Self-service plans without a fixed term may be cancelled at the end of the then-current billing period.
When a subscription ends, your right to use the affected Services ceases and all outstanding fees for Services already supplied become payable. For thirty days after termination we will make your data available for export in a standard format, subject to payment of undisputed amounts. After that period we may delete your data unless the law requires it to be retained. Data held in secure backups may remain until deleted through the normal backup cycle. Each party must delete or destroy confidential material received from the other, subject to any legal retention requirement.
Where you terminate because of our unremedied breach, we will refund prepaid fees relating to the remaining period. Provisions concerning payment, confidentiality, intellectual property, data protection, liability and dispute resolution continue after termination.
You agree not to use the Services to:
For marketing and bulk communications you must:
We may investigate a credible breach of this section, restrict harmful content, or suspend the affected Services under section 15.
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, civil disorder, government action, widespread internet or utility failure, or failure of a critical third-party network. The affected party will promptly notify the other, take reasonable steps to reduce the effect, and resume performance when possible. If the event materially prevents the Services for more than thirty consecutive days, either party may terminate the affected Service and we will refund prepaid fees relating to the period after termination.
A party raising a dispute must give written details to the other party. Senior representatives of the parties will attempt to resolve it in good faith within fourteen days. Notice of a dispute should be sent to [email protected].
A dispute which is not resolved through negotiation will be finally resolved by one arbitrator in Nairobi under the Arbitration Act, 1995 and the Nairobi Centre for International Arbitration Rules. The arbitration will be conducted in English and will remain confidential, except where disclosure is required by law or for enforcement.
These Terms are governed by the laws of Kenya. Either party may seek urgent temporary relief from a court where necessary to protect its rights or confidential information.
A notice under these Terms may be sent by hand, courier or email to the contact stated in your Order Form or, where no Order Form applies, to the account contact on file. Notices to us should be sent to [email protected].
A notice is treated as received on delivery if delivered by hand, on the second business day after dispatch if sent by courier, or when no delivery-failure message is received if sent by email. An email sent outside normal business hours is treated as received on the next business day. Each party must promptly notify the other of any change to its notice details.
Neither party may transfer these Terms without the other party's written consent, except to an affiliated company or as part of a merger, restructuring or sale of substantially all of its relevant business.
We may use subcontractors to provide the Services and remain responsible for their performance. Subprocessors of personal data are governed by section 10(e).
The parties are independent contractors. These Terms do not create a partnership or agency, and neither party may enter into an agreement or incur an obligation on behalf of the other.
These Terms contain the entire agreement between the parties concerning the Services and replace earlier discussions and representations on the same subject, subject to any signed Software Subscription and Services Agreement, which prevails as described above.
Where you have a signed agreement with us, any amendment or waiver must be in writing and signed by authorised representatives of both parties. For self-service and unsigned use, we may modify these Terms by giving 30 days' notice of material changes.
If any provision is found invalid or unenforceable, the remaining provisions continue in effect. A delay in exercising a right under these Terms does not amount to a waiver of that right. These Terms and any Order Form may be signed in counterparts and by electronic signature.
HabariChat is used across regulated industries in Kenya. The following obligations apply in addition to the general Terms above. As the data controller and regulated entity, you remain solely responsible for ensuring your specific use of the Services complies with all applicable sector regulations.
If you are a financial institution regulated by the Central Bank of Kenya (CBK), the Sacco Societies Regulatory Authority (SASRA), the Insurance Regulatory Authority (IRA), or the Capital Markets Authority (CMA), you acknowledge that:
If you operate a healthcare facility regulated by the Kenya Medical Practitioners and Dentists Council (KMPDC) or any other health regulatory body, you acknowledge that:
If you are an educational institution communicating with parents, guardians, or students via HabariChat, you acknowledge that:
For support, legal notices or privacy inquiries: [email protected]
Habari Labs Limited (trading as HabariChat)
Company No. PVT-BB1PA5W3, incorporated in Kenya
P.O. Box 43529, 00100 G.P.O. Nairobi, Kenya
ODPC Registration Identification: 291-998E-831F