Terms of Service

In these Terms of Service, the following terms have the meanings set out below:

• <strong>'AdvaIoT', 'we', 'us', 'our'</strong> means Advatech Group Ltd (trading as AdvaIoT), a company incorporated in Kenya, with offices at Soin Arcade, Westlands, Nairobi.
• <strong>'Client', 'you', 'your'</strong> means the individual, company, or organisation that has entered into a Service Agreement with AdvaIoT.
• <strong>'Services'</strong> means all IoT hardware supply, installation, platform access, monitoring, analytics, and support services provided by AdvaIoT, as specified in each Service Agreement.
• <strong>'Platform'</strong> means AdvaIoT's web-based and mobile dashboard, APIs, and data reporting tools provided as part of the Services.
• <strong>'Hardware'</strong> means GPS trackers, sensors, data loggers, cameras, controllers, gateways, and other physical devices supplied by AdvaIoT.
• <strong>'Service Agreement'</strong> means the specific agreement, proposal, or purchase order entered into between AdvaIoT and the Client that incorporates these Terms by reference.
• <strong>'Data'</strong> means all information generated by Hardware installed on Client assets and transmitted to the Platform.

By entering into a Service Agreement, subscribing to the Platform, or using any AdvaIoT service, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have that authority, you must not accept these Terms.

These Terms apply to all AdvaIoT Services. Specific terms for individual service categories (such as drone operations, cold chain monitoring, or forecourt management) may be set out in your Service Agreement and will take precedence over these general Terms where they conflict.

AdvaIoT provides technology services including, but not limited to:

• GPS fleet tracking and asset monitoring for vehicles and mobile equipment.
• IoT sensor deployment and data collection for agricultural, industrial, and infrastructure applications.
• Smart home and estate access control, security, and automation systems.
• Cold chain temperature monitoring for pharmaceutical, food, and healthcare logistics.
• Forecourt management and fuel station automation systems.
• Smart city and urban infrastructure monitoring solutions.
• Drone-based mapping, surveying, and precision spraying services.
• Energy management, solar monitoring, and smart metering systems.
• Platform access, data analytics, reporting, and alerting tools.
• Hardware installation, commissioning, maintenance, and support services.

The specific services provided to you are as set out in your Service Agreement. AdvaIoT reserves the right to update, modify, or discontinue any service feature with reasonable notice.

Unless expressly stated otherwise in your Service Agreement:

• <strong>Purchased hardware:</strong> Ownership of Hardware passes to the Client upon full payment of the purchase price. Risk of loss or damage passes to the Client upon installation and commissioning.
• <strong>Leased or subscription hardware:</strong> Hardware provided under a subscription or hardware-as-a-service arrangement remains the property of AdvaIoT at all times. The Client must not modify, tamper with, or remove the Hardware without AdvaIoT's written consent.
• <strong>Hardware warranty:</strong> AdvaIoT warrants that Hardware will be free from defects in materials and workmanship for a period of 12 months from the date of installation. This warranty does not cover damage caused by misuse, physical impact, unauthorised modification, or failure to follow installation and operating instructions.
• <strong>Warranty remedy:</strong> Where a valid warranty claim is made, AdvaIoT will, at its discretion, repair or replace the defective Hardware. Response time to warranty claims in Nairobi is within 24 hours; outside Nairobi within 48 hours for critical faults.
• <strong>Consumables:</strong> Batteries, SIM cards, and consumable accessories are not covered by the hardware warranty.

AdvaIoT grants you a non-exclusive, non-transferable licence to access and use the Platform for your internal business purposes during the term of your Service Agreement.

You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform.
• Use the Platform to develop a competing service or to make it available to third parties as a service bureau.
• Attempt to access data belonging to other AdvaIoT clients.
• Use the Platform in any way that violates applicable Kenyan law or the laws of the jurisdiction in which you operate.
• Circumvent any security or access control mechanisms of the Platform.
• Upload or transmit malicious code, viruses, or any data that may damage the Platform or other users' systems.
• Use automated scripts or bots to access the Platform in a manner that places unreasonable load on our infrastructure.

AdvaIoT reserves the right to suspend Platform access immediately if we reasonably believe you are in breach of these acceptable use provisions.

All Data generated by Hardware installed on your assets remains your property. AdvaIoT acts as a data processor in relation to this Data and processes it only for the purpose of delivering the Services.

You grant AdvaIoT a licence to process, store, and use your Data to:

• Provide, maintain, and improve the Services.
• Generate alerts, reports, and analytics within the Platform.
• Diagnose hardware and platform issues.
• Produce aggregated, anonymised statistical insights for product development purposes.

AdvaIoT will not sell, licence, or disclose your Data to third parties except as required to deliver the Services, as set out in our Privacy Policy, or as required by law.

You are responsible for ensuring that your use of AdvaIoT's IoT systems — including the collection of data about individuals through cameras, GPS trackers installed on vehicles used by employees, or sensors on premises — complies with Kenya's Data Protection Act, 2019 and any other applicable privacy laws. AdvaIoT will assist you in this compliance as a data processor, but the responsibility for notifying affected individuals and obtaining any required consents rests with you as data controller.

Fees for Services are as set out in your Service Agreement. Unless stated otherwise:

• <strong>One-time fees</strong> (hardware, installation, commissioning) are payable as specified in the invoice, typically 50% on order and 50% on commissioning.
• <strong>Recurring subscription fees</strong> are billed monthly or annually as agreed, and are due within 14 days of the invoice date.
• <strong>Late payment:</strong> Overdue invoices attract interest at 2% per month from the due date until payment is received.
• <strong>Suspension for non-payment:</strong> AdvaIoT reserves the right to suspend Platform access and alerting services for invoices more than 30 days overdue, without prejudice to any other remedy.
• <strong>Taxes:</strong> All fees are exclusive of applicable taxes including VAT. Where VAT is applicable, it will be added to your invoice.
• <strong>Price changes:</strong> AdvaIoT will provide 60 days' written notice of any changes to recurring subscription fees.

AdvaIoT targets Platform availability of 99.5% measured monthly, excluding scheduled maintenance windows. Scheduled maintenance will be notified at least 24 hours in advance and will be carried out during off-peak hours where possible.

Hardware connectivity depends on third-party mobile network coverage. AdvaIoT does not guarantee GPS tracking or sensor data transmission in areas without adequate mobile network coverage. We will notify you of any known significant coverage limitations in your operating area during the onboarding process.

Platform support is available Monday to Friday, 8:00 AM to 6:00 PM EAT. Emergency support for critical hardware faults is available 24/7 by telephone and WhatsApp. Response time targets for support requests are set out in your Service Agreement.

All intellectual property rights in the Platform, including software, algorithms, user interface designs, documentation, and analytics models, belong to AdvaIoT or its licensors. These Terms do not transfer any intellectual property rights to you.

You retain all intellectual property rights in your own business data and content uploaded to the Platform.

If you provide AdvaIoT with feedback, suggestions, or ideas for improving our services, you grant AdvaIoT a royalty-free, perpetual licence to use that feedback without restriction or compensation.

Each party agrees to keep confidential any information received from the other party that is identified as confidential or that a reasonable person would understand to be confidential given the context, including commercial terms, technical specifications, client data, and business processes.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party before disclosure.
• Is received from a third party without a duty of confidentiality.
• Is required to be disclosed by law, court order, or regulatory authority.

Confidentiality obligations survive termination of the Service Agreement for a period of 3 years.

To the maximum extent permitted by applicable Kenyan law:

• <strong>Indirect losses:</strong> AdvaIoT shall not be liable for any indirect, consequential, incidental, or special loss, including loss of profits, loss of revenue, loss of data, or loss of anticipated savings, arising from or in connection with the Services or these Terms, even if AdvaIoT has been advised of the possibility of such losses.
• <strong>Cap on liability:</strong> AdvaIoT's total aggregate liability to you for all claims arising out of or in connection with a Service Agreement shall not exceed the total fees paid by you to AdvaIoT in the 12 months immediately preceding the event giving rise to the claim.
• <strong>Force majeure:</strong> AdvaIoT shall not be liable for delays or failures in performance caused by circumstances beyond our reasonable control, including natural disasters, power failures, acts of government, civil unrest, or failures of third-party networks or services.

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

You agree to indemnify, defend, and hold harmless AdvaIoT, its employees, officers, directors, and parent company (Advatech Group Ltd) from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services in violation of these Terms or applicable law.
• Your breach of data protection obligations as data controller.
• Claims by third parties arising from data collected through your use of AdvaIoT's IoT systems on individuals you employ, contract with, or whose premises you occupy.
• Any misrepresentation made by you to AdvaIoT or to third parties in connection with the Services.

These Terms remain in effect for the duration of your Service Agreement and any renewals thereof.

• <strong>Termination by either party:</strong> Either party may terminate the Service Agreement on written notice as specified in the Service Agreement (typically 30–90 days depending on service type).
• <strong>Termination for cause:</strong> Either party may terminate immediately on written notice if the other party commits a material breach and fails to remedy it within 14 days of written notice, or if the other party becomes insolvent, enters receivership, or is wound up.
• <strong>Effect of termination:</strong> On termination, your licence to use the Platform ceases immediately. You must return or allow AdvaIoT to collect any leased Hardware within 14 days. Outstanding fees remain payable.
• <strong>Data export:</strong> Following termination, you may request an export of your Data in CSV or JSON format within 30 days. After 30 days, AdvaIoT may delete your Data from the Platform.

These Terms and any Service Agreement are governed by and construed in accordance with the laws of Kenya.

In the event of a dispute arising out of or in connection with these Terms or a Service Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within 30 days of written notice of the dispute, either party may refer the matter to mediation before a single mediator agreed by both parties, or failing agreement, appointed by the Nairobi Centre for International Arbitration (NCIA).

If mediation fails to resolve the dispute within 60 days of the appointment of the mediator, the dispute shall be referred to and finally resolved by the courts of Kenya, and both parties irrevocably submit to the exclusive jurisdiction of those courts.

• <strong>Entire agreement:</strong> These Terms, together with the applicable Service Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior representations, discussions, and agreements.
• <strong>Amendments:</strong> AdvaIoT may update these Terms from time to time. We will provide 30 days' written notice of material changes. Continued use of the Services after the effective date of changes constitutes acceptance.
• <strong>Severability:</strong> If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• <strong>Waiver:</strong> Failure by either party to enforce any provision of these Terms shall not be construed as a waiver of the right to enforce it in future.
• <strong>Assignment:</strong> You may not assign or transfer any rights or obligations under these Terms without AdvaIoT's prior written consent. AdvaIoT may assign its rights and obligations to any member of the Advatech Group without notice.
• <strong>Notices:</strong> Formal notices under these Terms should be sent to info@advaiot.com or by letter to Soin Arcade, Westlands, Nairobi, Kenya.