These terms are a contract between your organisation and TACEGATE. They apply when your organisation's account is opened, and while it uses Tacegate. Read them with the Privacy Notice and the Data Processing Agreement, which form part of these terms.
1. Who we are and who these terms bind
Tacegate is provided by TACEGATE, a company registered in Zambia under number [Company registration number], with its registered office in Lusaka, Zambia (we, us, our).
These terms bind the organisation we open an account for (the customer, you). The Owner who accepts them when joining confirms they have authority to bind the customer.
Users invited by the customer must follow these terms. The customer is responsible for what its users do in the service.
The service is offered to organisations in the Republic of Zambia. A customer may record legal entities registered in other countries, such as Zimbabwe, but payroll and statutory tax features apply to Zambia only. We make no claim that the service meets the tax or legal rules of any other country.
2. The service
Tacegate is a cloud business system for accounting, sales, procurement, inventory, human resources, payroll, fleet, rentals and related operations. The features you can use depend on your plan.
We may improve, change or remove features. We will not remove a feature that is central to your plan during a paid period without notice, and we will tell you of material changes in advance.
3. Accounts, roles and security
Each organisation has an Owner. The Owner and Tenant Administrators manage users, roles and permissions. Access is denied unless a role grants it.
Each user must use their own account and keep their password and authenticator safe. Multi-factor authentication is required for Owners, Tenant Administrators and anyone holding a high-risk permission, and a customer may require it for everyone.
Tell us at once at [email protected] if you think an account has been compromised.
4. Acceptable use
You must not use the service to break the law, to store or send unlawful content, or to process personal data without a lawful basis.
You must not try to reach data of another organisation, test or bypass our security without written permission, overload the service, reverse engineer it, or resell it without our agreement.
We may limit request rates and block activity that threatens the service or other customers.
5. Trial
A new organisation may start with a free trial, normally 14 days. We may extend a trial on request. No card is needed.
A trial never turns into a paid subscription by itself. To continue you must choose a plan and accept an invoice.
When a trial ends without a paid plan, the organisation becomes read-only. You can still sign in, view and export your data. Retention and deletion then follow section 15.
You are responsible for any real data you enter during a trial.
6. Subscription, fees and payment
Paid plans are billed monthly in advance. Fees are in Zambian Kwacha (ZMW) unless your order states another currency. Prices include VAT at the applicable rate.
We issue invoices from our own accounting system. Each month is invoiced at its start. You pay by bank transfer or mobile money to the account on the invoice. We do not take card details.
Your plan sets limits, for example on users, branches and legal entities. You cannot move to a plan smaller than your current usage.
If you change plan during a period, the change is prorated by days: you get a credit for the unused days at the old price and a charge for the remaining days at the new price. You may also choose to change plan from the next renewal. A change of billing currency takes effect only from the next renewal.
Credits are applied to your oldest unpaid invoice first. A refund never exceeds the payment it refunds.
If a month is still unpaid 7 days after it starts, your subscription becomes past due and we remind you. If it is still unpaid 21 days after it starts, your organisation becomes read-only until it is paid. You keep access to billing and to export your data.
We may raise prices for future periods. We tell you first, and the new price applies only from the first renewal at least 30 days after the notice.
7. Cancellation
You may cancel at any time by contacting us. By default, cancellation takes effect at the end of the current paid period and you keep full access until then. You may ask us to undo a pending cancellation before it takes effect.
If you ask for immediate cancellation, the organisation becomes read-only that day and the retention period in section 15 starts that day.
Fees already paid for the current period are not refunded, except where the law requires it or we agree in writing.
8. Your data
You own the data you and your users put into the service (customer data). We claim no ownership of it.
You give us the right to host, copy, process and display customer data only as needed to provide, secure and support the service and to meet our legal duties.
You are the controller of personal data in your customer data, such as data about your employees, customers and suppliers. You must have a lawful basis to collect it and to put it into the service, and you must give the people concerned any notice the law requires.
We process that personal data as your processor under the Data Protection Act No. 3 of 2021. The Data Processing Agreement sets out our duties and forms part of these terms.
Customer data is stored by our hosting provider, as described in the Privacy Notice and the Data Processing Agreement.
9. Availability and support
We aim to keep the service available at all times, apart from planned maintenance, which we announce in the service in advance where we can. We do not promise uninterrupted or error-free service. [Service level target, if any, to be set.]
Support is available by email at [email protected] during [support hours].
Our staff never join your organisation as users. If support needs to look at your data, a staff member asks your Owner for access. Access starts only if the Owner approves it. It lasts no more than 8 hours, is read-only unless the Owner approves write access, never includes high-risk permissions or protected personal data such as payroll identifiers, and ends at once if the Owner revokes it. Everything done in a support session is recorded in your audit log.
10. Tax, payroll and compliance
In this version, the service does not issue fiscalised tax invoices through the Zambia Revenue Authority (ZRA) Smart Invoice system. Invoices produced by the service are not Smart Invoice fiscal documents. You remain responsible for fiscalising your invoices as ZRA requires.
The payroll features calculate PAYE, NAPSA, NHIMA and Skills Development Levy using statutory tables that we keep up to date in good faith. Statutory rates change, usually after the national budget. You must check the figures before you approve a payroll run, and you remain responsible for correct payroll, for filing returns and for paying statutory amounts on time.
The service is a tool. It does not give tax, accounting, legal or payroll advice. You remain responsible for your books, your records and your compliance with the law, including how long you keep records.
11. Confidentiality
Each party will keep the other party's confidential information secret and use it only for this contract. Customer data is your confidential information.
This duty does not cover information that is public through no fault of the receiving party, that the receiving party already had lawfully, or that the law or a court requires to be disclosed. Where the law allows, the receiving party will tell the other party before disclosing.
This duty continues after the contract ends.
12. Intellectual property
We and our licensors own the service, its software, designs and documentation. These terms give you a non-exclusive, non-transferable right to use the service for your internal business during your subscription. They do not transfer ownership of anything to you.
If you send us suggestions, we may use them without any duty to you.
Your logos, documents and customer data remain yours.
13. Warranties and limitation of liability
We will provide the service with reasonable skill and care. Apart from that and what the law does not allow us to exclude, the service is provided as it is.
Neither party is liable to the other for loss of profit, revenue, goodwill or business opportunity, or for indirect or consequential loss.
Each party's total liability under these terms in any 12 months is limited to [cap, for example the fees paid by the customer in the 12 months before the claim].
These limits do not apply to fraud, to liability that cannot be limited by law, to a customer's duty to pay fees, or to breach of confidentiality or data protection duties.
14. Suspension and termination
We may suspend access, in whole or for particular users, if needed to stop a security threat, to protect other customers, to comply with the law, or under section 6 for unpaid fees. We will limit the suspension to what is needed and tell you as soon as we can.
Either party may end the contract if the other materially breaches it and does not fix the breach within [30] days of written notice. You may also end it by cancelling under section 7.
When the contract ends, your right to use the service ends, except for the read-only access and export described in section 15. Sections that by their nature should survive, including 8, 10, 11, 12, 13, 15 and 17, survive.
15. Export and deletion when you leave
You can export your data at any time, in every subscription state, including while read-only and during the retention period. The Owner can download a full export: a ZIP of tables in CSV format, with attachments, a manifest with checksums and a data dictionary. Every list and report can also be exported to CSV or Excel.
After a paid subscription ends, or a trial ends without a paid plan, the organisation is read-only and we keep its data for 90 days. During that time you can export it or reactivate. We send notices 30, 7 and 1 days before deletion.
After 90 days we permanently delete the organisation's data. Deleted data leaves our backups within 35 days after that.
We keep a minimal record that the organisation existed and was deleted, our own billing records with you, and the audit archive, which is kept in write-once storage for 7 years. See the Privacy Notice for details.
We may delay deletion if the law, a court or a regulator requires us to keep the data (legal hold). We record the reason.
You are responsible for exporting and keeping any records the law requires you to keep, such as accounting, tax and payroll records, before your data is deleted.
16. Changes to these terms
We may update these terms, the Privacy Notice and the Data Processing Agreement. Each version has a version number.
When a version changes, every user is asked to read and accept the new version the next time they sign in, before they can continue. For material changes we will give at least [30] days notice by email and in the service.
If you do not accept a change, you may cancel under section 7 before it takes effect.
17. Governing law and disputes
These terms are governed by the laws of the Republic of Zambia.
The parties will first try to settle any dispute by good-faith discussion between senior representatives within [30] days. If that fails, the courts of Zambia have exclusive jurisdiction.
18. General
These terms, the Privacy Notice, the Data Processing Agreement and any signed order form are the whole agreement. If they conflict, the Data Processing Agreement prevails on personal data, then any signed order form, then these terms.
Neither party may transfer this contract without the other's consent, except we may transfer it to a successor of our business with notice to you.
Neither party is liable for delay caused by events beyond its reasonable control.
If a court finds part of these terms invalid, the rest stays in force.
Notices to us go to [email protected] or our registered address. Notices to you go to the Owner's email address.