End-User License Agreement

1Acceptance of this agreement

This End-User License Agreement (the “Agreement”) is a binding contract between you, or the organisation you represent (“you”, “your”, or “Customer”), and REMS Global (Real Estate Management Software Limited, “REMS”, “we”, “our”, or “us”). It governs your use of the REMS One platform, the REMS VMS visitor management product, the REMS Edge CRM and property management service for estate agencies, our mobile applications, and any related documentation, updates, and support (together, the “Software”).

By creating an account, installing or accessing the Software, or clicking to accept these terms, you agree to be bound by this Agreement. If you are accepting on behalf of a company or other legal entity, you confirm you have the authority to bind that entity. If you do not agree, do not install or use the Software.

2Licence grant

Subject to your continued compliance with this Agreement and payment of any applicable fees, REMS grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software for your internal business purposes during the term of your subscription.

The licence extends to the users, properties, units, and modules covered by your subscription or order. The Software is licensed to you, not sold. REMS reserves all rights not expressly granted in this Agreement.

3Restrictions

You may not, and may not permit anyone else to:

• Copy, modify, translate, or create derivative works of the Software
• Reverse engineer, decompile, or disassemble the Software, except where the law expressly allows it
• Rent, lease, resell, sublicense, or offer the Software as a service to third parties
• Share account credentials, or allow more users than your subscription covers
• Remove or obscure any proprietary notice, branding, or mark
• Probe or test the vulnerability of the Software, or bypass any security or access control
• Use automated means to extract data at a scale that degrades the service for others
• Use the Software to store or transmit unlawful material, malware, or infringing content
• Use the Software in breach of applicable law, including data protection and tax regulations

4Accounts and user responsibility

You are responsible for keeping your login credentials confidential and for all activity that occurs under your account. Notify us promptly at support@rems.global if you suspect unauthorised access.

You are responsible for the accuracy and lawfulness of the information you enter, including tenant, lease, and financial records, and for holding any consents required to process the personal data of tenants, clients, visitors, staff, and other individuals through the Software.

5Subscription, fees, and taxes

Access to the Software is provided on a subscription basis. Fees, billing frequency, and the modules included are set out in your order or quotation. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes, which you are responsible for.

We may suspend access where fees remain unpaid after written notice. Changes to fees will be communicated in advance and take effect at your next renewal.

6Your data and ownership

You retain all rights to the data you and your users submit to the Software (“Customer Data”). You grant REMS a limited licence to host, process, transmit, back up, and display Customer Data solely to provide and support the Software and to meet our legal obligations. For REMS Edge, Customer Data includes the messages, comments, and lead details your agency receives on the channels it connects.

We may use aggregated and de-identified information, which does not identify you, your tenants, or any individual, to operate, secure, and improve the Software. Our handling of personal data is described in our Privacy Policy, which forms part of this Agreement.

7Intellectual property

The Software, its source code, design, structure, documentation, and all associated trade marks and branding are and remain the exclusive property of REMS Global and its licensors, and are protected by copyright and other intellectual property laws. Feedback or suggestions you provide may be used by REMS without restriction or obligation to you.

8Third-party services and integrations

The Software may connect to third-party services such as mobile money and payment providers, banks for statement reconciliation, SMS and email gateways, WhatsApp, Facebook, and Instagram (provided by Meta), Google and Microsoft accounts, and the Kenya Revenue Authority for eTIMS invoicing. Your use of those services is governed by their own terms, and their charges are yours to pay; for example, Meta bills charges for WhatsApp messages to your own WhatsApp Business account. REMS is not responsible for the availability, accuracy, or acts of third-party providers, although we will use reasonable efforts to keep our integrations working.

9REMS Edge and messaging channels

REMS Edge is a CRM and property management service for estate agencies. Each agency runs on its own REMS Edge installation, with its own website and client portal. You are responsible for what you publish there, and for the people you record and contact.

If you connect a WhatsApp Business number, Facebook Page, or Instagram account to REMS Edge, you agree to:

• Follow Meta’s terms and policies for that channel, such as the WhatsApp Business Messaging Policy
• Message people only where the law and the channel’s rules allow it, with their agreement where it is required
• Stop messaging a person on a channel at once when they ask, for example by replying STOP
• Use what you receive through these channels only for your dealings with the people concerned

We may suspend a channel or an account that breaks these rules, or that puts the service, Meta’s platforms, or other customers at risk. Meta may also limit or close a number, Page, or account under its own rules. You can disconnect a channel at any time in REMS Edge, under Setup › Messaging channels.

10Availability, updates, and support

We aim to keep the Software available continuously, but access may be interrupted for scheduled maintenance, emergency fixes, or events outside our reasonable control. Where practicable we give advance notice of planned downtime.

We may release updates, patches, and new features from time to time, and those updates are covered by this Agreement. Features may be added, changed, or retired; we will not materially reduce the core functionality of a paid module during a subscription term without notice.

11Confidentiality

Each party may receive non-public information from the other. Both parties agree to protect the other’s confidential information with at least reasonable care, to use it only for the purposes of this Agreement, and not to disclose it except to personnel and advisers bound by similar obligations, or where disclosure is required by law.

12Disclaimer of warranties

Except as expressly stated in this Agreement, the Software is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. REMS does not warrant that the Software will be uninterrupted or error-free, and the Software does not constitute legal, tax, or accounting advice. You remain responsible for reviewing your own statutory filings and financial records.

13Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or loss of data, arising out of or related to this Agreement.

The total aggregate liability of REMS arising out of or related to this Agreement will not exceed the fees you paid to REMS for the Software in the twelve months immediately preceding the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited under applicable law.

14Indemnity

You agree to indemnify and hold REMS harmless against claims, damages, and reasonable costs arising from your misuse of the Software, your breach of this Agreement, or your Customer Data infringing the rights of a third party or breaching applicable law.

15Term, suspension, and termination

This Agreement starts when you first accept it or access the Software and continues for as long as your subscription remains active. Either party may terminate for a material breach that is not cured within thirty (30) days of written notice.

We may suspend access immediately where necessary to protect the security or integrity of the platform, or where use of the Software is unlawful. On termination your licence ends and you must stop using the Software. You may export your data before termination, and you may request deletion through our delete account page. Some records may be retained where the law requires it, as described in our Privacy Policy.

16Changes to this agreement

We may update this Agreement to reflect changes to the Software, our business, or the law. We will post the revised version on this page and update the date shown above. Where changes are material we will give reasonable notice. Continued use of the Software after the changes take effect constitutes acceptance.

17Governing law and disputes

This Agreement is governed by the laws of the Republic of Kenya, without regard to conflict of law rules. The parties will first attempt to resolve any dispute in good faith. Failing that, the courts of Kenya have exclusive jurisdiction.

18General

This Agreement, together with your order and our Privacy Policy, is the entire agreement between the parties on this subject. If any provision is held unenforceable, the remainder stays in force. A failure to enforce a right is not a waiver of it. You may not assign this Agreement without our written consent; REMS may assign it as part of a merger, acquisition, or sale of assets.

19Contact

Questions about this Agreement? Email info@rems.global or write to REMS Global, Pent 4, 6th Floor, Park Suites, Parklands Road, Nairobi.