Terms of Use

1.1 Acceptance. By registering for, accessing or using the Platform, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the Platform.

1.2 Acting for an organisation. If you use the Platform on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms, and "you" includes that organisation.

1.3 Related documents. These Terms incorporate our Privacy Policy and Cookie Notice. Where you subscribe to the Platform or engage us for advisory work, the commercial terms – including fees, the subscription term and the scope of any advisory engagement – are set out in the applicable order form or engagement letter, which, to the extent of any inconsistency with these Terms on those matters, prevails.

In these Terms: "Content" means the records, documents and information you submit to the Platform; "Output" means the reports, findings and other materials the Platform produces for you; "practitioner" means a qualified tax practitioner of Tarra Agility Africa; and "User" means any person who accesses the Platform under your account.

3.1 Business use. The Platform is intended for use by businesses and their advisers in the course of their professional or commercial activities. It is not intended for consumers or for personal use.

3.2 Account security. You are responsible for keeping your login credentials confidential, for all activity carried out under your account, and for ensuring that each User complies with these Terms. You must notify us promptly if you become aware of any unauthorised use of your account.

3.3 Accurate information. You must provide accurate and complete information when registering and keep it up to date.

Subject to these Terms and to payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable and revocable right to access and use the Platform for your internal business purposes during the period of your subscription. All rights not expressly granted to you are reserved to us.

5.1 What the Platform is. The Platform is the digital delivery of tax advisory work by the practitioners of Tarra Agility Africa, enabled by proprietary technology. Records you submit are tested against a knowledge base of tax authority, including decided cases, revenue-authority materials and statute, and the resulting findings are reviewed and certified by a named practitioner before they are released to you.

5.2 What the Platform is not. It is important to be clear about the limits of the service. The Platform does not constitute legal advice or a formal opinion; it does not file returns on your behalf; it is not a substitute for your own systems and controls; and it does not audit or verify the data you provide to it. Formal opinions, due diligence and any matter proceeding to the Tax Appeals Tribunal or the courts are undertaken separately under an engagement letter.

5.3 Coverage. The Platform's coverage is of Kenyan tax at present. We may extend coverage to other jurisdictions in due course, and will indicate the scope of coverage within the Platform.

5.4 Dependence on the data you provide. The Output depends on the completeness and accuracy of the Content you submit. We are not responsible for Output that is affected by Content that is incomplete, inaccurate or out of date.

6.1 Ownership. You retain all ownership of the Content you submit. We do not acquire any ownership of it by reason of your use of the Platform.

6.2 Licence to us. You grant us a non-exclusive licence to use, store and process the Content for the purpose of providing the service to you and as otherwise described in our Privacy Policy.

6.3 Your warranties. You warrant that you are entitled to submit the Content, that doing so does not infringe the rights of any third party, and that your submission and our processing of it comply with applicable law, including data protection law. Where the Content contains personal data, you confirm that you have a lawful basis for us to process it on your behalf.

The Platform, its software, its knowledge base and the Africa Tax Terminal name and branding are owned by Tarra Agility Africa or its licensors and are protected by intellectual property laws. You may use the Output for your own internal business purposes; all intellectual property rights in the Platform and in the Output, other than in your own Content, remain with us.

Where the Platform is provided under a subscription, the fees, billing arrangements and subscription term are those set out in the applicable order form or engagement letter. Advisory work is scoped and billed separately. These Terms do not themselves create any obligation to pay fees except as so agreed in writing.

Each party must keep confidential the non-public information of the other that it receives in connection with the Platform, and use it only for the purposes of these Terms, except where disclosure is required by law or by a competent authority. This clause does not limit the handling of personal data, which is governed by our Privacy Policy.

We take reasonable steps to keep the Platform available, but it is provided on an "as available" basis. We may suspend access for maintenance, updates or security reasons, and will seek to limit any disruption. We do not warrant that access will be uninterrupted or error-free. Any service-level commitments are those, if any, set out in the applicable order form.

To the fullest extent permitted by law, the Platform is provided without warranties of any kind, whether express or implied, other than those that cannot lawfully be excluded. The Output reflects professional findings based on the Content provided and the state of the law at the relevant time; it does not guarantee any particular outcome and is not a substitute for a formal engagement where one is required. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under the law of Kenya.

13.1 Excluded losses. Subject to clause 13.3, we are not liable for any loss of profit, loss of business, loss of goodwill, or any indirect or consequential loss, howsoever arising, in connection with the Platform.

13.2 Cap on liability. Subject to clause 13.3, our total liability to you arising out of or in connection with the Platform, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid by you for the Platform in the twelve (12) months preceding the event giving rise to the liability.

13.3 Liabilities not excluded. Nothing in these Terms excludes or limits our liability for fraud or fraudulent misrepresentation, for death or personal injury caused by our negligence, or for any other liability that cannot be excluded or limited under applicable law.

You agree to indemnify us against any loss, damage, cost or expense we reasonably incur arising from your breach of these Terms, your misuse of the Platform, or any claim by a third party that your Content, or our processing of it on your instructions, infringes that party's rights or breaches applicable law.

We may suspend or terminate your access to the Platform if you are in material breach of these Terms, if required by law, or on the expiry or termination of your subscription. On termination, your right to use the Platform ends and the provisions that by their nature should survive (including those on intellectual property, confidentiality, disclaimers, limitation of liability and governing law) continue in effect. The handling of your data after termination is addressed in our Data Retention and Deletion Policy.

We may update the Platform and these Terms from time to time, for example to reflect changes in the service or in the law. The current version of these Terms will always be available on the Platform, and the effective date is shown at the top of this document. Where a change is material, we will take reasonable steps to bring it to your attention. Your continued use of the Platform after a change takes effect constitutes your acceptance of the revised Terms.

These Terms, and any dispute or claim arising out of or in connection with them or with the Platform, are governed by the laws of Kenya. The parties will first seek to resolve any dispute in good faith through discussion between senior representatives. Any dispute that is not so resolved is subject to the non-exclusive jurisdiction of the courts of Kenya.

These Terms, together with the documents they incorporate, constitute the entire agreement between us in respect of your use of the Platform. If any provision is found to be unenforceable, the remaining provisions continue in effect. A failure to enforce a provision is not a waiver of it. You may not assign your rights under these Terms without our written consent; we may assign ours to a successor to our business. Notices to us should be sent using the contact details below.