End User Licence Agreement

1. Nature of this agreement

This End User Licence Agreement ("Licence") is an agreement between Olympus Pay Proprietary Limited ("Olympus Pay", "we", "us") and each individual who signs in to and uses the Arubis software ("you" or "User").

The Terms of Service govern the commercial relationship between Olympus Pay and the business that subscribes to Arubis (the "Customer"). This Licence governs the separate question of how you, as an individual, may use the software itself. A business can subscribe once and authorise many Users; each of those Users accepts this Licence when they first sign in.

The distinction matters for two reasons. First, the software is protected by copyright and other intellectual property rights that belong to us and our licensors, and a licence is the legal mechanism that permits you to use it. Second, you may be an employee, accountant or adviser rather than the Customer itself, and some obligations, particularly those about how you treat the software and the credentials that give access to it, apply to you personally.

If you do not accept this Licence, you must not use the software. If you are using it on behalf of a Customer, the Customer's subscription must be active and you must have been authorised by the Customer.

2. Definitions

In this Licence:

3. Grant of licence

Subject to your compliance with this Licence and to the Customer's subscription remaining active, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software and the Documentation, solely for the internal business purposes of the Customer or Customers whose Organisations you have been invited to, and only within the permissions of the role you have been given in each Organisation.

Where the Software includes a component that is installed on your device, such as a mobile application or a progressive web application stored in your browser, the licence extends to installing and running that component on devices you own or control, for the same purposes.

The licence is a licence to use, not a sale. We retain ownership of the Software and of every copy of it, however made. All rights not expressly granted in this Licence are reserved.

Output belongs to the Customer, subject to any rights of third parties in the underlying data. You may use, copy, print, distribute and publish Output for the Customer's purposes, including filing it with authorities and sharing it with auditors, lenders and investors. Our logos and trade marks appearing in Output, such as the words "Issued with Arubis by Olympus", may be retained in ordinary use but must not be altered to suggest endorsement.

4. Restrictions

Except to the extent that a restriction is prohibited by law, you must not, and must not permit or help anyone else to:

These restrictions protect the security of every Customer's books, not only our commercial interests. A weakness in the separation between Organisations, for example, would put every user at risk. For that reason, if you discover a vulnerability, you must report it to us at support@olympuspay.co and must not exploit it, test it against other Customers' data, or disclose it publicly until we have had a reasonable opportunity to fix it. We welcome responsible disclosure and will not take action against people who follow these rules in good faith.

5. Your credentials and conduct

Access to the Software is personal. You must sign in with your own account, keep your password and any one-time codes confidential, and not allow anyone else to use your session. Sharing credentials defeats the audit trail on which the Customer relies to show who recorded, approved and posted each entry, and can expose the Customer to fraud and to adverse findings by tax authorities and auditors.

You must use the permissions of your role only for the purposes for which the Customer granted them. In particular, you must not approve your own transactions where the Customer's controls require a second person, post entries you know to be false, alter records in an attempt to conceal their history, or use information in the books for any purpose other than the Customer's business.

If you leave the Customer's employment or engagement, your access should be removed by the Customer. You must not continue to use the Software for that Customer after your authority has ended, even if your access has not yet been removed.

You must tell the Customer and us promptly if you suspect that your account has been compromised.

6. Athena and automated features

The Software includes automation and an assistant, Athena, that can answer questions about the books, read documents such as receipts and supplier bills, and propose or carry out bookkeeping actions within the limits set by the Customer.

When you use Athena, you must not attempt to make it reveal information about Organisations you do not belong to, bypass permission checks, or produce content that is unlawful, defamatory or deceptive. Athena operates with your permissions and no more; anything it cannot do for you, it will not do on your behalf.

Answers and proposals from Athena may be incomplete or incorrect. Before relying on them for a filing, a payment or a decision with financial consequences, you must check them against the underlying records, which Athena links to wherever it can. The Athena and Automated Processing Terms contain further rules that form part of this Licence.

7. Updates, compatibility and support

We update the Software frequently to add features, fix defects, improve security and reflect changes in the law, such as new tax rates or filing requirements. Updates to the web application take effect automatically. Installed components may update automatically or prompt you to update; you agree to install updates promptly, because older versions may stop working with the service or may contain security weaknesses that later versions fix.

The Software is designed for current versions of widely used browsers and operating systems. We do not guarantee that it will work with every device, browser, extension or network configuration. Browser extensions that modify pages, block scripts or inject content can interfere with the Software and with its security; if you experience problems, try again with extensions disabled.

Support is provided to Users through the Customer's subscription, as described in the Terms of Service.

8. Open source and third-party components

The Software incorporates open source software and other third-party components, each licensed under its own terms. Those terms govern your use of the relevant component and, where they grant you rights that this Licence would otherwise restrict, those rights prevail for that component only. A list of the principal open source components and their licences is available on request from support@olympuspay.co.

Some features rely on services provided by third parties, such as cloud hosting, email delivery and artificial intelligence inference. Your use of those features is subject to this Licence and to the Customer's agreement with us; you do not need a separate agreement with those providers.

9. Intellectual property and feedback

The Software, the Documentation, and all associated intellectual property rights, including copyright, design rights, trade marks (including Arubis, Athena and Olympus, and their logos), know-how and trade secrets, are and remain the property of Olympus Pay and its licensors.

Nothing in this Licence transfers any of those rights to you. You must not register, or attempt to register, any trade mark, domain name or business name that is the same as or confusingly similar to ours.

If you give us comments, suggestions or ideas about the Software, you agree that we may use them freely, without restriction and without payment, and that doing so does not give you any rights in the Software. We value feedback and act on a great deal of it, and this term simply ensures that acting on it does not create uncertainty about who owns the product.

10. Export, sanctions and lawful use

You must comply with all laws that apply to your use of the Software, including laws on export control and sanctions. You must not use the Software from, or make it available to anyone in, a country or territory, or to any person, that is the subject of sanctions imposed by the United Nations Security Council or the Government of Botswana, where doing so would breach those sanctions.

You must not use the Software to process the proceeds of crime, to evade tax, or to keep false books. We cooperate with competent authorities, including the Financial Intelligence Agency, as the law requires, and we may suspend access where we have reasonable grounds to suspect that the Software is being used for an unlawful purpose.

11. Term and termination of the licence

This Licence starts when you first sign in and continues for as long as you have at least one active membership of an Organisation whose Customer has an active subscription.

Your licence in respect of a particular Organisation ends automatically when the Customer removes you, when the Customer's subscription ends, or when the Customer's agreement with us is terminated. Your licence ends entirely if you close your account, if we close it in accordance with our terms, or if you materially breach this Licence and, where the breach can be remedied, fail to remedy it promptly after notice.

On termination, you must stop using the Software and delete any installed components. Output that you created for a Customer remains the Customer's, and the Customer's rights to export its data are governed by the Terms of Service. Sections concerning restrictions, intellectual property, disclaimers, liability and governing law survive termination.

12. Disclaimers

The Software is provided to you, as an individual User, as part of the Customer's subscription. The warranties and remedies available in respect of the Software are those set out in the Terms of Service between us and the Customer, which are given to the Customer.

As between us and you personally, and to the fullest extent permitted by law, the Software is provided "as is" and "as available", without warranties of any kind, whether express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy or non-infringement. We do not warrant that the Software will meet your requirements, operate without interruption, or be free of errors, or that Output will be accurate or complete.

Calculations in the Software depend on the data entered and on settings chosen by the Customer, such as tax codes, exchange rates and accounting policies. You are responsible for checking that those inputs are correct.

13. Limitation of liability

Nothing in this Licence limits or excludes liability for death or personal injury caused by negligence, for fraud, for wilful misconduct, or for any liability that cannot lawfully be limited or excluded.

Subject to that, Olympus Pay will not be liable to you personally, whether in contract, delict (including negligence) or otherwise, for any loss arising from your use of or inability to use the Software, including loss of profits, data, business or goodwill, or any indirect or consequential loss. Our liability in respect of the Software is owed to the Customer under, and limited by, the Terms of Service.

This allocation is reasonable because you use the Software on behalf of a Customer who has chosen to subscribe to it, who controls your access, and who has its own agreement with us that addresses the consequences of any failure.

14. Installed and offline components

Some components of the Software may be installed on your device, for example when you add Arubis to your home screen as an application, or when your browser stores parts of the application so that it loads faster. Those components may keep a limited amount of data on your device, such as interface preferences and recently viewed pages.

You are responsible for the security of devices on which you use the Software. You should protect them with a passcode, keep their operating systems and browsers up to date, avoid using the Software on shared or public computers, and sign out when you have finished on a device you do not control. If a device on which you have used the Software is lost or stolen, you should change your password and tell the Customer, so that sessions can be revoked.

The Software is not designed to operate without a connection to our servers. Changes are saved to the Customer's books only when they reach our servers and are accepted by them. If your connection is interrupted while you are working, check that your last change was saved before relying on it.

15. Accessibility

We aim to make the Software usable by everyone, including people who use assistive technologies such as screen readers, keyboard navigation and magnification, and we design against recognised accessibility guidelines. If you encounter a barrier to using any part of the Software, please tell us at support@olympuspay.co. We treat accessibility problems as defects and prioritise them accordingly.

Nothing in this Licence restricts your use of assistive technologies with the Software, even where such technologies read, transform or present its content in ways that the restrictions in section 4 would otherwise prohibit.

16. Data you enter

Data you enter into the Software belongs to the Customer for whom you enter it, and is governed by the Customer's agreement with us, the Privacy Policy and the Data Processing Addendum. This Licence does not give you any personal right to the Customer's data beyond the access your role allows while you are authorised.

You must not copy the Customer's data to personal devices, personal email accounts or other systems, except as the Customer permits and for the Customer's purposes. Exports you make are subject to the same confidentiality obligations as the data in the Software.

17. Verification of use

We may monitor use of the Software, through logs and automated systems, to confirm that it is being used in accordance with this Licence and the Customer's subscription, to detect security threats and to diagnose faults. Monitoring is carried out in accordance with the Privacy Policy and is proportionate to those purposes. We do not read the content of Customers' books for this purpose except where necessary to investigate a specific suspected breach or fault, and then only to the extent necessary.

If we reasonably believe that the Software is being used in breach of this Licence, we may ask you or the Customer for information to confirm whether it is, and you agree to answer such requests promptly and truthfully.

18. Electronic acceptance and records

You accept this Licence electronically when you first sign in. Under the Electronic Communications and Transactions Act, 2014, that acceptance has the same legal effect as a signature on paper. We keep a record of the version of this Licence that was in force when you accepted it and of each later version, and you can obtain a copy of any version from support@olympuspay.co.

Notices about this Licence may be given to you by email to the address associated with your account, or by message within the Software. You agree that notices given in either way satisfy any legal requirement that a notice be in writing.

19. Professional users acting for several Customers

Accountants, bookkeepers and auditors often belong to the Organisations of several Customers. In that case, this Licence applies separately to your use in each Organisation, and your authority in each comes only from the Customer that owns it.

You must keep each Customer's information separate. You must not copy entries, documents, contacts or rules from one Customer's Organisation into another's except where both Customers have authorised it, and you must not use what you learn from one Customer's books for the benefit of another. If a Customer removes you, your access to that Customer's Organisation ends at once, even though your access to the others continues.

Where you use the Software to deliver professional services, your professional obligations continue to apply alongside this Licence, and nothing in the Software relieves you of them.

20. Changes to this Licence

We may update this Licence to reflect changes in the Software, in the law or in our practices. We will publish the updated version on our legal pages with a new effective date. If a change materially affects your rights, we will tell you when you next sign in, and your continued use of the Software after that notice constitutes acceptance of the updated Licence. If you do not accept it, you must stop using the Software.

21. Governing law

This Licence, and any dispute or claim arising out of or in connection with it, is governed by the laws of the Republic of Botswana. Subject to the dispute resolution provisions of the Terms of Service, which apply where you act for a Customer, the courts of Botswana have exclusive jurisdiction.

If any provision of this Licence is held to be unenforceable, the remaining provisions continue in full force. Our failure to enforce a provision is not a waiver of our right to do so later. You may not assign this Licence; we may assign it to a successor to our business.

Questions about this Licence may be sent to support@olympuspay.co.