1. Agreement to these terms
These Terms of Service (the "Terms") are a binding agreement between Open Institute and the person or organisation that registers for, accesses or uses Sabasi (the "Customer", "you").
By accepting these Terms at registration, or by accessing or using Sabasi, you accept them. If you do not accept them, you must not use Sabasi.
If you use Sabasi on behalf of an organisation, you confirm that you are authorised to bind that organisation, and "you" refers to that organisation.
These Terms bind Customers and their authorised Users. Individuals who only submit responses to a survey conducted through Sabasi are not parties to these Terms. The relevant Customer is responsible for its relationship with its Respondents, including any privacy notice, consent or other information required.
Where you have signed a separate Order with OI, that Order governs and prevails over these Terms as set out in section 20.
2. Definitions
- Sabasi or the Platform: OI's digital data platform, including survey authoring and collection, dashboards, data sources, public sites, impact tracking, artificial intelligence features, workflow automation, associated web and mobile applications, and related documentation and support.
- Customer Data: data that you or your Users submit to, collect through, upload to or generate in Sabasi, including survey responses, media, uploaded datasets and configuration.
- Service Data: security logs, operational telemetry and aggregated or de-identified service metrics generated by OI in operating the Platform. Service Data does not identify you or your Respondents and is distinct from Customer Data.
- Respondent: an individual who submits a response to a survey conducted through Sabasi.
- User: an individual you authorise to access Sabasi under your account, including administrators, members and enumerators.
- Order: a written order form, subscription confirmation or master services agreement signed or otherwise agreed between you and OI.
- Plan: the subscription tier, allowances and pricing applicable to your account, as set out in your Order or on our published pricing.
3. Eligibility, acceptance and accounts
Sabasi accounts are for organisations and for individuals aged 18 or older. You may not register if you cannot lawfully enter into these Terms.
Acceptance. You accept these Terms by selecting the acceptance control presented at registration, or by accessing or using the Platform. We record the version of the Terms accepted and the date of acceptance.
Consumers. Where you register as an individual for personal purposes and qualify as a consumer under applicable law, we will provide the pre-contract information required by law, an express opportunity to accept or decline before any charge, and a copy of these Terms, and you have the cancellation and other rights that applicable consumer protection law provides.
Accounts. You are responsible for the accuracy of your registration information and for keeping it current. You are responsible for all activity under your account, for maintaining the confidentiality of credentials, and for ensuring that your Users comply with these Terms. You must notify us promptly of any suspected unauthorised access or use. You are responsible for assigning roles and permissions appropriately and for the acts and omissions of your Users, including enumerators collecting data in the field.
4. The service and plans
We provide Sabasi on the Plan you select. Features, allowances and limits depend on your Plan and are described in your Order or our published documentation and pricing.
We may improve, modify, add or remove features over time. Where a change materially reduces core functionality of a paid Plan, we will provide reasonable notice. If we permanently remove material functionality from a paid Plan without providing a substantially equivalent replacement, you may terminate the affected subscription, subject to your Order, and we will refund any prepaid fees covering the terminated portion of the then-current period.
Some features may be offered on a trial, preview or beta basis. These are provided "as is", may be changed or withdrawn at any time, and may be excluded from any service commitments.
Usage of the Platform is subject to the allowances in your Plan and to system-wide technical limits set out in our documentation, which exist to protect the security, stability and cost of the service. We may apply these limits and take reasonable measures to enforce them.
5. Fees, billing and taxes
Fees for paid Plans are set out in your Order or on our published pricing. Unless your Order states otherwise, fees are quoted in Kenya Shillings and are payable in advance for the applicable subscription period.
Fees are exclusive of taxes. You are responsible for all applicable taxes, including value added tax, except taxes on OI's income.
Renewal. Unless your Order states otherwise, paid subscriptions renew automatically for successive periods equal to the initial subscription period. You may cancel renewal at any time before the end of the current period through your account settings or by contacting us; cancellation takes effect at the end of the current period. Material renewal terms are stated here and not only within the product interface.
Price changes. We may change fees for future periods. For paid Plans, a price change takes effect at your next renewal following at least 30 days' notice.
Refunds. Except where required by law, where OI terminates or suspends your access without your breach, where OI permanently removes material paid functionality without a substantially equivalent replacement, or where your Order expressly provides otherwise, prepaid fees are non-refundable.
Non-payment. If undisputed fees are overdue, we may, after reasonable notice, suspend access until payment is made. Free or Community-tier access may be provided without charge and may be modified, limited or withdrawn at our discretion.
Consumers. Where you contract as a consumer, nothing in this section limits the pre-contract disclosure, acceptance, cancellation or refund rights that applicable consumer protection law provides.
6. Customer Data and data protection
As between the parties, you retain all rights, title and interest you have in Customer Data. Nothing in these Terms transfers your rights in Customer Data to OI, or ownership of the Platform to you.
You grant OI a non-exclusive, worldwide licence to host, process, transmit and display Customer Data only to the extent necessary to provide, secure, maintain and support the Platform, to carry out your instructions, and to comply with law.
Service Data. OI may generate and use Service Data to operate, secure, support and improve the Platform and for OI's legitimate business purposes. OI does not use identifiable Customer Data for its own independent purposes.
Data protection. Where you use Sabasi to collect or manage personal data for your own purposes, you are the data controller and OI acts as your data processor. That processing is governed by the Sabasi Data Processing Agreement (the "DPA"). You are responsible for your Customer Data, including its accuracy and legality, for having a lawful basis to collect and process it, and for providing Respondents with any required privacy notice, consent mechanism and information. You must not collect, upload or process personal data through Sabasi without the necessary authority and lawful basis. OI's handling of personal data for which OI is the controller is described in the Sabasi Privacy Policy.
You are responsible for maintaining your own copies of Customer Data. While the Platform provides export functionality, it is not a backup service.
7. Acceptable use
You must use Sabasi in accordance with the Sabasi Acceptable Use Policy, which forms part of these Terms.
You must not, and must not permit any User or third party to:
- use Sabasi in violation of applicable law or the rights of others;
- collect, publish or transmit personal data without a lawful basis and any required consent;
- upload or distribute unlawful, harmful, infringing or malicious content;
- interfere with or disrupt the integrity, security or performance of the Platform;
- attempt to gain unauthorised access to the Platform, other accounts or underlying systems;
- circumvent usage limits, security controls or access restrictions;
- reverse engineer, decompile or copy the Platform except to the extent permitted by law; or
- resell, sublicense or make the Platform available to third parties except as expressly permitted by your Plan.
You are responsible for content you or your Users choose to publish or share publicly through surveys, dashboards, reports or public sites, and for ensuring that publication is lawful.
8. Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that should reasonably be understood to be confidential, including unpublished datasets and reports, organisational and business information, research, pricing, and credentials. It does not include information that is or becomes public without breach, was already known to the recipient without a duty of confidence, is independently developed, or is rightfully received from a third party without restriction.
Each party will use the other's Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. A party may disclose Confidential Information where required by law, giving reasonable prior notice where lawful.
Personal data is additionally governed by the Privacy Policy and the DPA.
9. Security
OI maintains technical and organisational safeguards appropriate to the nature and risk of the personal data and other information it processes, consistent with Kenya's Data Protection Act, 2019 and, where OI acts as processor, the DPA. These include measures relating to access control, authentication, encryption, logging, backups and monitoring.
OI does not publish detailed security architecture. Further information may be provided under confidentiality where reasonably required for your due diligence or compliance.
You are responsible for security within your control, including managing your Users, roles, permissions and credentials.
10. Intellectual property
OI and its licensors own all rights in the Platform, including its software, design, documentation, trademarks and all related intellectual property. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform in accordance with your Plan, and no other rights.
The Platform incorporates third-party components licensed to OI. You receive no rights in those components beyond use of the Platform as permitted here.
If you provide feedback or suggestions, you grant OI a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.
11. Artificial intelligence features
Sabasi includes assistive AI features. AI operates within your existing permissions and account context and does not grant access to data you are not otherwise authorised to access.
AI output may be inaccurate or incomplete. You are responsible for reviewing and validating AI output before relying on it, and for determining whether AI use is appropriate for your intended purpose. You must not use Sabasi AI features to make decisions that are unlawful, that are prohibited by these Terms or the Acceptable Use Policy, or that produce legal or similarly significant effects on individuals through solely automated processing.
To the extent permitted by law, OI claims no ownership of output generated specifically for you through the AI features. OI gives no warranty that such output is accurate, original, unique or capable of intellectual-property protection, and comparable output may be generated for others.
AI features are subject to usage and cost limits and may be changed, limited or withdrawn. Further detail on how AI features process data is in the Privacy Policy.
12. Third-party services and integrations
This section applies to third-party services, integrations and destinations that you or your Users select and configure. Your use of any such third-party service is governed by that provider's terms, and OI is not responsible for those services or for data you direct Sabasi to send to them. Destinations you independently select are not OI sub-processors, and you are responsible for ensuring that any such destination and purpose are lawful.
This section does not apply to service providers that OI engages to operate the Platform. OI remains responsible for its own processors and sub-processors to the extent required by the DPA and applicable law.
13. Availability and support
We aim to keep the Platform available and to provide support appropriate to your Plan, but except as expressly stated in your Order, the Platform is provided without a guaranteed service level.
We may perform maintenance, and may need to suspend access temporarily for security, maintenance or operational reasons. We will use reasonable efforts to limit disruption and, where practicable, to give notice of planned maintenance.
14. Suspension and termination
You may stop using Sabasi and close your account at any time, subject to any commitments in your Order.
We may suspend or terminate your access, in whole or in part, where:
- you materially breach these Terms, the Acceptable Use Policy or the DPA and, where the breach is capable of remedy, do not remedy it within a reasonable period after notice;
- undisputed fees are overdue after notice;
- your use poses a material legal, security or operational risk, or a material risk of harm to OI, the Platform, users or third parties; or
- we are required to do so by law.
Where reasonably possible, we will give notice before suspension. Where a risk is serious or urgent, we may act first and notify you promptly afterwards.
On termination, your right to use the Platform ends. For a period of 30 days after termination you may export Customer Data using available functionality. Deletion begins after the applicable export period and then follows the Sabasi Data Retention & Deletion Policy, including its active-system and backup timelines, and, where OI acts as processor, the controller's instructions and the DPA, unless retention is required by law.
Provisions that by their nature should survive termination will survive, including those on Customer Data rights, confidentiality, intellectual property, fees accrued, disclaimers, liability, indemnity and governing law.
15. Warranties and disclaimers
Each party warrants that it has the authority to enter into these Terms.
Except as expressly stated in these Terms or an Order, the Platform is provided "as is" and "as available". To the maximum extent permitted by law, OI disclaims all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, and does not warrant that the Platform will be uninterrupted, error-free or secure against all threats.
Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable law, including applicable Kenyan consumer protection law.
16. Limitation of liability
To the maximum extent permitted by law:
- neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings, arising out of or relating to these Terms or the Platform; and
- OI's total aggregate liability arising out of or relating to these Terms or the Platform, in any 12-month period, will not exceed the greater of the total fees you paid to OI for the Platform in the 12 months before the event giving rise to the liability.
These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Where you contract as a consumer, these limitations apply only to the extent permitted by applicable consumer protection law, and nothing in these Terms excludes or limits liability or rights that such law does not allow to be excluded or limited.
Each party is responsible for meeting its own obligations under applicable data protection law; allocation of data-protection liability between the parties is addressed in the DPA where it applies.
17. Indemnity
You will indemnify OI against third-party claims, and resulting losses and reasonable costs, arising from: (a) your Customer Data; (b) your or your Users' use of the Platform in breach of these Terms or applicable law; (c) content you or your Users publish or share; or (d) your lack of a lawful basis to process personal data through Sabasi, except to the extent caused by OI's breach of these Terms.
OI will defend you against third-party claims that the Platform, used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify you for resulting losses and reasonable costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Customer-selected integrations or destinations, use in breach of these Terms, or modifications not made by OI. If the Platform becomes, or is likely to become, subject to such a claim, OI may at its option procure the right to continue use, modify the Platform to make it non-infringing, or terminate the affected use and refund prepaid fees for the terminated portion of the then-current period.
Where you contract as a consumer, nothing in this section reduces rights that applicable consumer protection law does not allow to be limited.
18. Changes to these Terms
We may update these Terms to reflect changes to the Platform, our practices, or applicable law. The current version and effective date are published with these Terms.
For minor updates, your continued use of the Platform after the update takes effect constitutes acceptance. For changes that materially affect a paid subscription, we will give at least 30 days' advance notice, and you may terminate the affected subscription before the change takes effect; if you do, we will refund any prepaid fees covering the terminated portion of the then-current period.
19. Governing law and disputes
These Terms are governed by the laws of Kenya.
The parties will first attempt to resolve any dispute in good faith through discussion. If a dispute is not resolved, the courts of Kenya have exclusive jurisdiction, subject to any mandatory right a consumer has to bring or defend proceedings in another forum under applicable law. A separately signed master services agreement may instead provide for arbitration in Nairobi under the Arbitration Act, 1995.
Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a competent court, or a data subject from lodging a complaint with the Office of the Data Protection Commissioner of Kenya or another competent supervisory authority.
20. General
Order of precedence. Where they conflict:
- for matters concerning the processing of personal data by OI as processor, the DPA prevails, unless a negotiated agreement signed by both parties expressly states otherwise;
- for all other matters, a signed Order prevails, then these Terms, then the Acceptable Use Policy.
The Privacy Policy is a transparency notice and statutory disclosure, not part of this contractual order of precedence.
Entire agreement. These Terms, together with the documents they incorporate and any Order, are the entire agreement between the parties on their subject matter and replace prior discussions on that subject.
Assignment. You may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a reorganisation or transfer of the relevant business, provided the assignment does not materially reduce your contractual protections.
Severability. If any provision is unenforceable, the rest remains in effect and the provision is applied to the fullest extent permitted.
Waiver. Failure to enforce a provision is not a waiver of it.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. Force majeure does not excuse payment obligations already due, or data-protection and security obligations that can reasonably still be performed.
Notices. We may give notice by email to your account address or through the Platform. Formal notices to OI should be sent to the contact address below.
No third-party rights. These Terms do not create rights for any person who is not a party to them.
Relationship. The parties are independent contractors; these Terms create no partnership, agency or employment relationship.
21. Contact
Open Institute 9 Riverside Building P.O. Box 50474-00100 Nairobi, Kenya Email: hello@openinstitute.africa
Related documents
- Sabasi Privacy Policy
- Sabasi Cookie Policy
- Sabasi Acceptable Use Policy
- Sabasi Data Processing Agreement
- Sabasi published pricing and Plan documentation