Software Licence Agreement

Grant of licence

We grant you a non-exclusive, non-transferable, revocable right to use the Software for your own business, for the term of a valid subscription, on the number of branches and devices that subscription covers. The licence is granted for use, not sold: all right, title and interest in the Software, including all intellectual property in it, remain with us.

Restrictions

You may not:

• copy, publish, sublicense, rent, lease, sell or otherwise distribute the Software, or make it available to any third party;
• modify, adapt, translate or create derivative works from the Software;
• reverse engineer, decompile or disassemble the Software, except so far as Zambian law permits despite this restriction;
• access, alter or delete records in the data store other than through the Software's own interfaces — in particular the fiscal tables recording invoices, credit notes and the log of calls to the VSDC;
• remove or obscure any proprietary notice; or use the Software to issue, alter or suppress a fiscal document otherwise than as the Zambia Revenue Authority permits.

Fiscal records and statutory obligations

The Software records tax invoices, credit notes and the corresponding transmissions to Smart Invoice. Those records are your statutory records.

The Software refuses amendment or deletion of a fiscal document once it has been issued. A document is corrected by issuing a credit note or debit note that references it, never by editing it.

Nothing in this Agreement relieves you of any obligation under the Value Added Tax Act, the Income Tax Act, or any regulation made under them, including the obligation to retain records for the statutory period.

Support and updates

We will supply the updates needed to keep the Software conformant with Smart Invoice and the VSDC for the term of a valid subscription. You must apply an update we identify as necessary for continued fiscal compliance within a reasonable period of its release.

Third-party components

The Software incorporates open-source components, each licensed by its own author under its own terms, which this Agreement does not affect. A manifest is published in the distribution. The VSDC is issued by the Zambia Revenue Authority under its own terms and is not licensed by, supplied by, or the responsibility of Bisoft Business Systems Limited.

Warranty

We warrant that the Software will transmit fiscal documents to Smart Invoice through the VSDC substantially as its documentation describes. Save for that warranty, the Software is supplied "as is". We do not warrant uninterrupted or error-free operation, and we are not responsible for the availability of the VSDC, of Smart Invoice, or of your network.

Limitation of liability

Our aggregate liability arising out of or in connection with this Agreement is limited to the subscription fees you paid in the twelve months preceding the claim. We are not liable for indirect or consequential loss, for loss of profit, or for any tax, penalty or interest assessed against you, except so far as it results directly from our breach of the warranty in clause 6. Nothing here excludes liability that cannot be excluded at law.

Termination and record retrieval

This licence terminates on expiry or cancellation of the subscription, or on your material breach of it. On termination you must stop using the Software. On request made within ninety days of termination, we will supply your fiscal records in a machine-readable format so that you can meet the retention obligations in clause 3.

Governing law

This Agreement is governed by the laws of the Republic of Zambia, and the courts of Zambia have exclusive jurisdiction over any dispute arising from it.