Terms of Service

1. About these terms

These Terms of Service ("Terms") form a binding agreement between Olympus Pay Proprietary Limited, a private company incorporated in the Republic of Botswana ("Olympus Pay", "we", "us" or "our"), and the business, organisation or person that registers for, accesses or uses Arubis ("Customer", "you" or "your").

Arubis is accounting and financial management software provided as an online service, together with its assistant Athena, its mobile and web interfaces, its application programming interfaces and any related documentation (together, the "Service").

By creating an account, clicking to accept these Terms, or using the Service, you confirm that you have read and accept them. If you accept on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, in which case "you" refers to that entity. If you do not have that authority, or do not agree with these Terms, you must not use the Service.

These Terms incorporate by reference the Privacy Policy, the Subscription, Billing and Payment Terms, the Account Closure and Data Erasure Policy, the Acceptable Use Policy, the Data Processing Addendum, the End User Licence Agreement and the Athena and Automated Processing Terms, each as published on our legal pages and amended from time to time (together, the "Policies"). Where there is a conflict, the order of precedence is: (a) a signed order form or written agreement that expressly refers to and varies these Terms; (b) the Data Processing Addendum, in relation to personal data; (c) these Terms; and (d) the remaining Policies.

We have written these Terms in plain language because a contract that the people relying on it cannot understand protects no one. Headings are for convenience only and do not affect interpretation. Words such as "including" are illustrative and do not limit the words that precede them.

2. Who may use the Service

The Service is intended for businesses, sole traders, partnerships, non-profit organisations and the professional advisers who act for them. It is not designed or offered for personal or household use, and you agree that you are entering into these Terms for the purposes of a trade, business or profession.

To register you must be at least eighteen years old and capable of entering into a binding contract under the laws of Botswana. You must provide accurate and complete registration information, including the legal name of your business, and keep it current. We may ask for evidence of identity or authority where the law requires us to, where we reasonably suspect that information is inaccurate, or where an account is linked to Olympus Banking or Olympus Merchant Services.

You may not use the Service if you are subject to sanctions administered by the United Nations Security Council or the Government of Botswana, or if using it would cause us to breach any law that applies to us. We may refuse registration, or suspend access, where we are required to do so by law or by a competent authority.

Because this agreement is concluded between businesses, the parties agree that it is not a consumer agreement for the purposes of the Consumer Protection Act, 2018. To the extent any provision of that Act nevertheless applies and cannot lawfully be excluded, these Terms are to be read subject to it.

3. Accounts, organisations and users

An account belongs to a person. A set of books (an "Organisation") belongs to the Customer that created it or to which it was transferred. One person may be a member of several Organisations, which is how accountants and auditors serve more than one client from a single login.

The owner of an Organisation may invite other people and assign each of them a role. Roles determine what a person can see and do. You are responsible for choosing roles that are appropriate, for removing people who no longer need access, and for every action taken under an account that you have authorised. We provide segregation of duties features, such as preventing the person who entered a bill above your approval threshold from also approving it, but we do not decide your internal controls for you.

You must keep login credentials confidential, must not share accounts between people, and must tell us without delay at support@olympuspay.co if you believe an account has been compromised. We may require stronger sign-in methods, such as one-time codes, and may temporarily lock an account that shows signs of misuse in order to protect you.

Where an accountant, bookkeeper or auditor who is not your employee joins your Organisation, they do so as your invitee and under your authority. Your agreement with them is between you and them. Their membership of the Botswana Institute of Chartered Accountants or any other professional body is a matter for them and for you; the Service records the information you give it but does not verify professional standing.

4. What the Service provides

Subject to these Terms, we grant you, for the duration of your subscription, a non-exclusive, non-transferable right to access and use the Service for your internal business purposes, and to permit your authorised users to do so.

The Service includes, depending on your plan: a double-entry general ledger; sales, purchases and expense management; bank statement import and reconciliation; rules and automated categorisation; tax and value added tax ("VAT") workspaces designed around Botswana requirements; financial statements and management reports; inventory, fixed assets, projects and budgeting; multi-currency accounting; the Athena assistant; and the ability to link Olympus Banking, Olympus Merchant Services and Olympus Invoicing where you hold those services.

We continuously improve the Service. We may add, change or withdraw features, provided that we do not materially reduce the core accounting functionality of a paid plan during a period for which you have paid. Where we intend to withdraw a feature that you rely on, we will give you reasonable notice and, where practicable, a way to export the related data.

Features described as beta, preview or early access are provided as they are, may change without notice, and may be withdrawn. They are excluded from any service commitment.

The Service does not include accounting, tax, legal or investment advice. It is a tool that records, calculates and presents information on the basis of what you and your users enter or import. Section 9 explains this further, because it goes to the heart of how responsibility is shared between us.

5. Your data

As between you and us, you own all data, documents and content that you or your users submit to the Service, including ledgers, invoices, bank statements, receipts and attachments ("Customer Data"). We claim no ownership of Customer Data.

You grant us a worldwide, non-exclusive licence to host, copy, process, transmit and display Customer Data only as necessary to provide, secure, support and improve the Service for you, to comply with law, and as otherwise permitted by these Terms and the Data Processing Addendum. We do not sell Customer Data, and we do not use the content of your books to train general-purpose artificial intelligence models.

We may create aggregated and de-identified statistics derived from the use of the Service, for example the number of invoices issued across all customers or the speed of bank reconciliation, provided that such statistics do not identify you, your users or any individual, and cannot reasonably be used to do so. Those statistics are our property.

You are responsible for the accuracy, quality and legality of Customer Data and for having the rights and permissions needed to submit it, including the lawful basis for any personal data about your customers, suppliers and employees. Where you upload documents that contain personal data of third parties, you act as the data controller (or "responsible party") and we act as your processor, as set out in the Data Processing Addendum.

You can export your books at any time in common formats, including spreadsheet and comma separated files. On termination, the arrangements in section 14 apply. We keep backups to protect against loss, but you remain responsible for keeping your own copies of records that the law requires you to keep.

6. Retention of accounting records

Businesses in Botswana must keep accounting records and supporting documents for prescribed periods. The Companies Act (Cap. 42:01), the Value Added Tax Act (Cap. 50:03) and the Income Tax Act (Cap. 52:01) each contain record keeping obligations, and the Botswana Unified Revenue Service may examine records within the periods those Acts allow. The Service is configured by default to retain posted accounting records for seven years from the end of the financial year to which they relate.

To support those obligations, posted journals cannot be edited, only reversed; documents in a closed period cannot be changed without first reopening the period; and records within the retention period cannot be deleted through the Service. These controls exist to protect you, and we will not override them on request except where a court or competent authority orders us to.

If you ask us to close your account, we will keep the records that remain within their retention period in a restricted state, accessible to you on request, until the period ends, unless you instruct us in writing to transfer them to you in full and you confirm that you have taken over responsibility for retaining them. Retaining them is a service to you and does not make us responsible for your compliance.

7. Fees and payment

The Service is offered on a free plan and on paid plans, as described on our pricing pages and in the application at the time you subscribe. Premium functions are free until 1 December 2026. From that date, Premium is charged at United States dollars nineteen (USD 19) per Organisation per month, or the equivalent shown at checkout, unless you choose to move to the free plan. Functions included in the free plan remain free after that date.

Paid plans may be billed monthly or yearly, as you choose, and are billed in advance for each billing period and renew automatically for successive periods of the same length unless cancelled before the renewal date. You authorise us, or our payment service provider, to charge the payment method you provide for all fees and applicable taxes when due.

Fees are exclusive of VAT and any other taxes, levies or duties, which will be added where applicable. If you are registered for VAT in Botswana, you are responsible for any reverse charge or self-assessment that the law requires of you in respect of imported services.

We may change our fees on at least thirty days' notice, effective from your next renewal. If you do not agree to a change, you may cancel before it takes effect. Promotional or introductory pricing applies only for the period stated.

If a payment fails, we will tell you and try again. If an amount remains unpaid fourteen days after notice, we may move the Organisation to the free plan or suspend paid functions until it is paid. Suspension for non-payment never deletes Customer Data and never prevents you from exporting your books.

The Subscription, Billing and Payment Terms set out in detail how tiers, billing cycles, renewals, upgrades and downgrades, payment methods, failed payments, refunds and price changes work, and prevail over this section where they differ. Except where the law or those terms provide otherwise, fees paid are not refundable, and no credit is given for partial periods. Where we terminate for convenience or because we discontinue the Service, we will refund the unused portion of any prepaid fees.

8. Connected services and third parties

The Service can connect to Olympus Banking, Olympus Merchant Services and Olympus Invoicing. Those services are governed by their own terms. Olympus Banking is available by invitation only; Olympus Pay is an admitted member of the Bank of Botswana Regulatory Sandbox and operates those services with the transaction and balance limits that apply in the Sandbox. Balances held with Olympus are not covered by a deposit insurance scheme. Linking an account allows its transactions to flow into your books; it does not give Arubis the ability to move money without your separate authorisation within the banking service.

You may import data from other banks and accounting systems by uploading files. Where we offer a direct connection to a third-party service, that connection relies on the third party, whose availability, accuracy and terms we do not control. We are not responsible for the acts or omissions of third-party providers, including where a bank statement you import is incomplete or inaccurate.

We use carefully selected sub-processors to host and operate the Service, including providers of cloud database and storage, application hosting, transactional email and artificial intelligence inference. The current list is described in the Privacy Policy and the Data Processing Addendum.

9. Accounting, tax and professional responsibility

The Service applies accounting logic, tax rates and rules that we configure in good faith to reflect Botswana law and International Financial Reporting Standards, including IFRS for Small and Medium-sized Entities. It includes guidance such as which reporting framework you may be eligible for, VAT registration thresholds, the content of a valid tax invoice and the time limits for claiming input tax.

That guidance is general information. Laws, rates and interpretations change, and their application depends on facts that only you and your advisers know. You remain solely responsible for: the accuracy of transactions you record or approve; the treatment you choose for each transaction; the content and timing of returns you file with the Botswana Unified Revenue Service; the approval and publication of your financial statements; and compliance with the laws that apply to your business.

Where the Service automates an outcome, for example categorising a bank line according to a rule it has learned, matching a payment to an invoice, or booking a receipt read by Athena, it does so on your behalf and according to settings you control. Every automated action is recorded, attributed and, where the ledger allows, reversible. You should review automated work at a frequency suited to your business, and you agree that an automated action you do not reverse is treated as yours.

Nothing in the Service is a substitute for advice from a qualified accountant, tax practitioner or lawyer. Where your financial statements must be audited or reviewed, that work must be performed by a suitably registered professional.

10. Service levels, support and maintenance

We aim to make the Service available at all times, save for planned maintenance, which we schedule outside Botswana business hours where practicable and announce in advance where it is expected to cause noticeable disruption. We use reputable infrastructure providers, keep encrypted backups, and monitor the Service for faults.

Support is provided by email at support@olympuspay.co and within the application, in English, during Botswana business hours. We will use reasonable endeavours to respond promptly and to prioritise issues that prevent you from accessing your books or completing statutory filings.

The Service depends on the internet, on infrastructure operated by others, and on your own devices. We do not warrant that it will be uninterrupted or error free. Our obligations in respect of availability are limited to using reasonable skill and care to restore the Service when it is interrupted and to correcting reproducible errors in our software within a reasonable time.

11. Security

We implement and maintain technical and organisational measures designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. These include encryption of data in transit, encryption at rest provided by our infrastructure providers, access controls that limit each user to the Organisations they belong to, separation of duties in our own operations, logging of administrative actions, and regular review of our controls against recognised frameworks including the Trust Services Criteria used in SOC 2 reporting.

We will notify you without undue delay, and in any event in time for you to meet your own obligations under the Data Protection Act, 2024, after becoming aware of a personal data breach affecting Customer Data. The Data Processing Addendum sets out what that notification will contain and how we will assist you.

Security is shared. You are responsible for the security of your devices and networks, for the strength and confidentiality of passwords, for promptly removing users who leave, and for configuring approval thresholds and roles appropriately.

12. Intellectual property

The Service, including its software, design, text, graphics, logos, the names Arubis and Athena, and all improvements to them, is owned by us or our licensors and is protected by the Copyright and Neighbouring Rights Act (Cap. 68:02), the Industrial Property Act (Cap. 68:03) and international treaties. Except for the rights expressly granted in these Terms and the End User Licence Agreement, no rights are granted to you.

If you send us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you. We are grateful for feedback and use it to decide what to build next.

You must not remove or alter any proprietary notices, and you must not use our names or logos in a way that suggests endorsement without our written consent.

13. Confidentiality

Each party may receive information from the other that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Data is your Confidential Information. Non-public information about the Service, including its security architecture and pricing negotiated with you, is ours.

The receiving party must use the other party's Confidential Information only for the purposes of this agreement, protect it with at least the care it uses for its own confidential information (and no less than reasonable care), and disclose it only to employees, contractors and professional advisers who need to know it and are bound by obligations of confidentiality no less protective than these.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it before disclosure, is independently developed, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law or by a court, regulator or tax authority, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance to seek protective treatment.

14. Term, suspension and termination

This agreement starts when you first accept these Terms and continues until terminated. Each paid subscription continues for its billing period and renews as described in section 7.

You may cancel a paid subscription at any time from within the Service, with effect from the end of the current billing period, and you may close your account by contacting us. We may terminate for convenience on at least sixty days' notice.

Either party may terminate immediately by notice if the other commits a material breach that is incapable of remedy, or that is not remedied within thirty days after notice describing it, or if the other becomes insolvent, is placed in liquidation or business rescue, or makes an arrangement with its creditors.

We may suspend access, in whole or in part, without prior notice where reasonably necessary to: prevent harm to the Service, to other customers or to third parties; respond to a security incident; comply with law or a direction of a competent authority; or address a serious breach of the Acceptable Use Policy. We will limit any suspension to what is necessary, explain the reason unless the law prevents us, and restore access as soon as the reason has been addressed.

On termination, your right to use the Service ends. For ninety days afterwards you may request an export of your Customer Data, which we will provide in a commonly used, machine-readable format. After that period, we will delete or anonymise Customer Data, except records retained under section 6, data we must keep to comply with law, and backups that will be overwritten in the ordinary course within a further ninety days. Sections that by their nature should survive termination, including those on fees owed, confidentiality, liability, intellectual property and governing law, survive it.

15. Warranties and disclaimers

Each party warrants that it has the authority to enter into this agreement. We warrant that we will provide the Service with reasonable skill and care and in accordance with good industry practice, and that we will not materially reduce the security of the Service during your subscription.

If the Service does not conform to that warranty, your remedy, and our entire liability for the non-conformity, is that we will use reasonable efforts to correct it and, if we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the period after termination.

Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service is provided without other warranties, conditions or representations, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy or non-infringement. In particular, we do not warrant that outputs produced by Athena or by automated rules will be free of error, and you agree to review them as described in section 9.

16. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot lawfully be limited or excluded.

Subject to the previous paragraph, neither party is liable to the other, whether in contract, delict (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect, special or consequential loss, even if it was foreseeable or the party had been told of the possibility.

Subject to the first paragraph, each party's total aggregate liability arising out of or in connection with this agreement in any period of twelve months is limited to the greater of: (a) the total fees paid and payable by you for the Service in that period; and (b) United States dollars one thousand (USD 1,000) or its equivalent. This cap does not apply to your obligation to pay fees, or to either party's liability under the indemnities in section 17.

These limits reflect the price of the Service and the allocation of risk between the parties, including the fact that you control what is entered into your books and whether it is filed. They are an essential part of the bargain, and each party has had the opportunity to take advice on them.

17. Indemnities

We will defend you against any claim by a third party alleging that your authorised use of the Service infringes that third party's intellectual property rights, and will pay damages and costs finally awarded against you, or agreed in a settlement we approve, as a result. If such a claim is made or appears likely, we may modify the Service so that it no longer infringes, obtain a licence for your continued use, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees. This indemnity does not apply to claims arising from Customer Data, from combination with things we did not provide, or from use in breach of these Terms.

You will defend us against any claim by a third party arising from Customer Data, from your use of the Service in breach of these Terms or of law, or from a dispute between you and your customers, suppliers, employees or advisers, and will pay damages and costs finally awarded against us, or agreed in a settlement you approve, as a result.

The party seeking indemnity must notify the other promptly, give it sole control of the defence and settlement (provided that no settlement may impose an admission or obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

18. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes in the law, in our services or in the way we operate. We will publish the updated version on our legal pages with a new effective date and, where a change is material and adverse to you, we will give you at least thirty days' notice by email or within the Service before it takes effect.

If you do not accept a material change, you may terminate before it takes effect and we will refund any prepaid fees for the period after termination. Continued use of the Service after the effective date constitutes acceptance. Changes required by law, or that address security, may take effect sooner where necessary.

19. General

Assignment. Neither party may assign or transfer this agreement without the other's prior written consent, which must not be unreasonably withheld, except that either party may assign it, on notice, to a successor to all or substantially all of the business to which it relates.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including failures of public utilities or telecommunications networks, natural disasters, pandemics, war, civil disturbance, acts of government, or attacks on infrastructure that could not reasonably have been prevented, provided that it takes reasonable steps to mitigate the effect and resumes performance as soon as practicable. This does not excuse payment obligations.

Notices. We will send notices to the email address associated with the owner of your Organisation. You may send notices to us at support@olympuspay.co. Notices sent by email are treated as received on the next business day in Botswana after sending, unless the sender receives a delivery failure. Electronic communications and signatures are valid under the Electronic Communications and Transactions Act, 2014.

Entire agreement. These Terms and the Policies are the entire agreement between the parties about their subject matter and replace any earlier understanding. Each party confirms that it has not relied on any statement not set out in them, without limiting liability for fraud.

Severability and waiver. If any provision is found to be unenforceable, the remainder continues in force and the provision is to be read down to the minimum extent necessary. A delay in exercising a right is not a waiver of it.

No partnership. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.

Third parties. Nothing in this agreement confers a benefit on, or is enforceable by, any person who is not a party to it, save for permitted successors.

20. Governing law and disputes

This agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, are governed by the laws of the Republic of Botswana.

The parties will first try in good faith to resolve any dispute by negotiation between senior representatives, starting within ten business days after either party gives written notice of the dispute. If the dispute is not resolved within thirty days after that notice, either party may refer it to arbitration in Gaborone in accordance with the Arbitration Act (Cap. 06:01) before a single arbitrator agreed by the parties or, failing agreement within fourteen days, appointed by the Chairperson of the Law Society of Botswana. The language of the arbitration will be English, and the award will be final and binding.

Nothing in this section prevents either party from seeking urgent interim relief from the High Court of Botswana, or from bringing proceedings to recover undisputed fees. The parties consent to the jurisdiction of the High Court of Botswana for those purposes.

Questions about these Terms may be sent to support@olympuspay.co.