USER AGREEMENT FOR FLEXFIELD SAAS
This User Agreement (“Agreement”) is a legally binding contract between you (“User”, “you”, “your”) and Ostrasoft Technologies. (“Company”, “we”, “us”, “our”), governing your access to and use of our software-as-a-service platform (“FLEXFIELD”). By creating an account, clicking “I agree”, an account being created by your request, or using the SaaS System, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the SaaS System.
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Definitions
“Account” means the unique user account you create to access the SaaS System. “Package” means the pricing and feature tier (e.g., Monthly, Quarterly, Bi-annually, Annually) selected by you. “User Data” means any data, content, files, or information submitted by you or your end‑users into the SaaS System. “Output” means any reports, analytics, or processed results generated by the SaaS System from User Data.
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Account Registration & Security
2.1 You must provide accurate, current, and complete registration information. We reserve the right to verify such information and suspend or terminate accounts that provide false, misleading, or incomplete details.
2.2 You are responsible for maintaining the confidentiality of your login credentials. We implement reasonable security measures to protect user accounts; however, we are not liable for any loss resulting from your failure to safeguard your credentials.
2.3 You agree to notify us immediately (within 24 hours) upon becoming aware of any unauthorized access, suspicious activity, or breach of your account.
2.4 We shall not be liable for any loss or damage arising from your failure to safeguard your credentials or report unauthorized access promptly.
2.5 We reserve the right to suspend or terminate any Account that violates this Agreement, engages in fraudulent activity, or poses a security risk (including but not limited to hacking attempts, unauthorized access, or suspicious behavior).
2.6 Accounts are personal and non-transferable. You may not share or transfer your account to any other person.
2.7 We reserve the right to restrict or terminate multiple accounts created by the same user without authorization.
2.8 You must create a secure password and take reasonable steps to prevent unauthorized access, including not sharing your credentials. -
License to Use
3.1 Subject to your compliance with this Agreement and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the SaaS System during your active Subscription Term. “Subscription Term” means the period during which your subscription is active and all fees are paid in full.
3.2 We reserve the right to suspend or restrict access to the SaaS System at any time in the event of non-payment, violation of this Agreement, or any activity that poses a security or operational risk.
3.3 You may not:
(a) copy, modify, or create derivative works of the SaaS System;
(b) reverse engineer, decompile, or attempt to extract the source code;
(c) resell, sublicense, redistribute, or share access to the SaaS System without prior written consent;
(d) use the SaaS System, directly or indirectly, for competitive analysis, benchmarking, or to build a similar or competing product or service;
(e) use automated tools, bots, or scripts to access, scrape, or extract data from the SaaS System without authorization;
(f) use the SaaS System in any manner that disrupts, overloads, or harms the system or other users;
(g) use the SaaS System in violation of any applicable laws or regulations.
3.4 All rights, title, and interest in and to the SaaS System, including all intellectual property rights, remain our exclusive property.
3.5 Any violation of this section may result in immediate suspension or termination of your access without notice or refund. -
Subscription & Fees
4.1 Subscription plans, billing periods (monthly, quarterly, bi-annually, yearly), and applicable fees are described at the time of registration. Subscriptions automatically renew at the end of each billing period unless cancelled prior to renewal.
4.2 Subscriptions fees are due at the beginning of the period.
4.3 We reserve the right to suspend or terminate access to the SaaS System immediately upon non-payment or failed payment, with or without notice. We may retry failed payments at our discretion.
4.4 Cancellation: You may cancel your subscription at any time via your account settings or by contacting support from your registered email address. Cancellation will take effect at the end of the current billing period and will not affect charges already incurred.
4.5 We may modify subscription fees upon at least 30 days’ notice via email or in-product notification. Changes will take effect at the next billing cycle. Continued use of the service constitutes acceptance of the updated fees.
4.6 Fees are non-refundable except where required by applicable law. No refunds will be provided for unused or partially used subscription periods.
4.7 All fees are exclusive of applicable taxes and are charged in Ghana Cedis (GHS).
4.8 Initiating a chargeback without first contacting us to resolve the issue may result in immediate suspension or termination of your account. -
User Data & Privacy
5.1 You retain all ownership rights in your User Data.
5.2 You grant us a limited, worldwide, royalty-free license to host, store, copy, transmit, display, and process User Data as necessary to operate, maintain, improve, and provide the SaaS System, including for backup, security, and archival purposes.
5.3 You represent and warrant that you have all necessary rights to submit User Data and that such data does not infringe any third-party rights, contain harmful or malicious content, or violate any applicable laws or regulations.
5.4 We may use anonymized and aggregated data derived from User Data for analytics, performance monitoring, and service improvement.
5.5 We implement reasonable administrative, technical, and organizational safeguards to protect User Data; however, we do not guarantee absolute security and are not liable for unauthorized access, loss, or corruption of User Data except as required by law.
5.6 You agree not to upload or submit unlawful, harmful, or sensitive personal data unless explicitly authorized by us.
5.7 We may share User Data with trusted third-party service providers as necessary to operate the SaaS System, subject to appropriate confidentiality and data protection obligations.
5.8 Upon termination or expiration of your account, we may delete User Data after a reasonable retention period, unless otherwise required by law. -
Acceptable Use Policy
You agree not to use the SaaS System to:
(a) Upload, transmit, or store any illegal, harmful, defamatory, obscene, or infringing content;
(b) Distribute malware, viruses, or any code designed to interrupt, damage, or gain unauthorized access to the SaaS System or any third-party systems;
(c) Attempt to gain unauthorized access to accounts, systems, or networks;
(d) Use automated scripts, bots, or scraping tools to access, monitor, or extract data without authorization;
(e) Engage in denial-of-service attacks, excessive API usage, request flooding, or any activity that imposes an unreasonable or disproportionate load on our infrastructure;
(f) Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
(g) Use the SaaS System for fraudulent, deceptive, or unlawful activities;
(h) Harass, abuse, or harm other users or third parties;
(i) Collect, harvest, or misuse personal data of other users without proper authorization;
(j) Use the SaaS System to attack, exploit, or disrupt third-party systems or networks;
(k) Violate any applicable laws, regulations, export control restrictions, or sanctions;
(l) Attempt to engage in any of the prohibited activities listed above.
Violation of this Acceptable Use Policy may result in immediate suspension or termination of your access to the SaaS System, without prior notice or refund. -
Intellectual Property & Output
7.1 The SaaS System, including its user interface, code, algorithms, and underlying technology, is our exclusive property or that of our licensors. Except as expressly provided in this Agreement, no rights or licenses are granted, whether expressly or by implication.
7.2 Subject to your compliance with this Agreement, you may use Output generated by the SaaS System solely for your internal business purposes. You may not resell, sublicense, distribute, or otherwise commercially exploit the Output without our prior written consent.
7.3 You retain any rights you may have in Output generated from your use of the SaaS System; however, we make no representations or warranties that such Output does not infringe the rights of any third party.
7.4 We do not guarantee the accuracy, completeness, or reliability of any Output. You acknowledge that any reliance on Output is at your own risk.
7.5 You are solely responsible for any decisions, actions, or outcomes resulting from your use of the Output. The SaaS System is not intended for use in high-risk or regulated environments, including but not limited to legal, medical, or financial decision-making.
7.6 You may not use the SaaS System or its Output to develop, train, or improve any competing product or service. -
Service Availability & Maintenance
8.1 We aim to maintain an uptime of 100%, calculated on a monthly basis, excluding scheduled maintenance, emergency maintenance, and force majeure events. We do not guarantee uninterrupted or error-free operation of the SaaS System.
8.2 Scheduled maintenance will be performed where reasonably practicable with advance notice provided via email or in-product notification. Maintenance may result in temporary service interruptions or reduced functionality.
8.3 We may suspend or restrict access to the SaaS System without prior notice where reasonably necessary to perform urgent security updates, emergency maintenance, or to protect the integrity and security of the system.
8.4 Service availability may depend on third-party service providers and infrastructure beyond our control. We are not responsible for downtime caused by such third-party services.
8.5 We are not responsible for service interruptions caused by your internet connectivity, hardware, or other factors outside our control.
8.6 No service credits, refunds, or compensation will be provided for downtime unless expressly agreed in writing.
8.7 Force majeure events include, but are not limited to, natural disasters, acts of government, internet or telecommunications failures, cyberattacks, or failures of third-party services.
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Data Backup
We perform periodic backups of the SaaS System for disaster recovery purposes only. However, we do not guarantee that any data will be backed up, available, complete, or restorable.
You are primarily responsible for maintaining independent backups of your User Data and for ensuring its accuracy and integrity.
We are not liable for any loss, corruption, or deletion of User Data, except to the extent required by applicable law or where such loss results directly from our willful misconduct or gross negligence. In no event shall we be liable for any indirect, incidental, or consequential damages arising from data loss.
We may delete or retain User Data in accordance with our data retention policies, and no system is completely secure or immune from failure. -
Term & Termination
10.1 This Agreement remains in effect for as long as you maintain an active Account or until terminated by either party.
10.2 You may terminate this Agreement at any time by closing your account or cancelling your subscription.
10.3 We may suspend or terminate your Account at any time, with or without notice, if you breach this Agreement, including but not limited to non-payment, prohibited use, or security violations, or where reasonably necessary for operational, legal, or security reasons.
10.4 Upon termination:
(a) your access to the SaaS System will immediately cease;
(b) you remain responsible for any outstanding fees incurred prior to termination;
(c) you are responsible for exporting your User Data prior to termination;
(d) we may delete your User Data after 30 days, or earlier where required for legal, security, or operational reasons.
10.5 No refunds will be provided upon termination except where required by applicable law.
10.6 Any provisions which by their nature should survive termination shall remain in effect, including but not limited to intellectual property rights, limitation of liability, and indemnification.
10.7 Reinstatement of terminated accounts is at our sole discretion. -
Disclaimer of Warranties
THE SAAS SYSTEM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF THE SAAS SYSTEM IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SAAS SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DO WE WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY DATA, CONTENT, OR RESULTS PROVIDED THROUGH THE SYSTEM.
WE ARE NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES, INFRASTRUCTURE, OR CONTENT THAT MAY AFFECT THE PERFORMANCE OR AVAILABILITY OF THE SAAS SYSTEM.
TO THE EXTENT THAT ANY WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM EXTENT PERMITTED BY LAW. -
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
12.1 IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SAAS SYSTEM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE SAAS SYSTEM SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
12.3 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. -
Indemnification
You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees, settlements, and judgments) arising out of or related to:
(a) your User Data, including any claim that such data infringes or misappropriates any intellectual property or other rights of a third party;
(b) your violation of this Agreement or misuse of the SaaS System;
(c) your use of the SaaS System in combination with any unauthorized third-party products, services, or data;
(d) your failure to comply with any applicable laws or regulations.
We reserve the right to assume exclusive control of the defense and settlement of any claim subject to indemnification, and you agree to cooperate fully with such defense. You may not settle any claim in a manner that affects our rights or imposes any obligation on us without our prior written consent.
This indemnification obligation shall survive termination of this Agreement. -
Modifications to this Agreement
We may update or modify this Agreement from time to time at our discretion, subject to this section. We will provide notice of any material changes via email or in-product notification at least fourteen (14) days before such changes take effect, except where changes are required immediately for legal, regulatory, or security reasons.
Notice will be deemed effective upon sending or posting. The updated Agreement will include a revised “Last Updated” date.
Your continued use of the SaaS System after the effective date of any changes constitutes your binding acceptance of the updated Agreement. If you do not agree to the changes, you must stop using the SaaS System and may terminate your account.
All changes apply prospectively from their effective date. -
Governing Law & Dispute Resolution
15.1 This Agreement shall be governed by and construed in accordance with the laws of Ghana, without regard to its conflict of law principles.
15.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved by binding arbitration in Accra, Ghana, in accordance with the rules of the Ghana Arbitration Centre and the Alternative Dispute Resolution Act, 2010 (Act 798). The arbitration shall be conducted by a single arbitrator, in the English language. Proceedings may be conducted remotely at the discretion of the arbitrator.
15.3 Each party shall bear its own legal costs, and arbitration fees shall be shared equally unless otherwise determined by the arbitrator.
15.4 Notwithstanding the foregoing, either party may seek injunctive or equitable relief in the courts of Ghana to protect its intellectual property, confidential information, or other proprietary or legal rights.
15.5 Any claim must be brought within one (1) year from the date the cause of action arises.
15.6 To the maximum extent permitted by applicable law, you waive any right to participate in class actions or class arbitrations and any right to a trial by jury.
15.7 If any provision of this arbitration clause is found unenforceable, the remaining provisions shall remain in effect, and any disputes shall be subject to the exclusive jurisdiction of the courts of Ghana. -
General Provisions
16.1 Entire Agreement: This Agreement, together with the Privacy Policy, any Order Form, and any policies or documents incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
16.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
16.3 No Waiver: Our failure or delay in enforcing any right or provision shall not constitute a waiver of such right or provision, and we may enforce it at any time thereafter.
16.4 Assignment: You may not assign or transfer this Agreement, in whole or in part, without our prior written consent, whether by operation of law, change of control, or otherwise. We may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
16.5 Force Majeure: We shall not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including but not limited to natural disasters, acts of government, internet or telecommunications failures, cyberattacks, labor disputes, or failures of third-party service providers.
16.6 Notices: We may provide notices under this Agreement via email or through the SaaS System. Notices are deemed effective upon sending.
16.7 Relationship of the Parties: Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the parties.
16.8 Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement. -
Contact Information
For questions or notices regarding this Agreement, contact:
Ostrasoft Technologies
Email: info.ostrasoft@gmail.com
By using the SaaS System, you acknowledge that you have read, understood, and agreed to this User Agreement.