Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (the individual accepting these Terms, or the business entity you represent) and Sphereventory (“Sphereventory”, “we”, “us”, or “our”) regarding access to and use of the Sphereventory websites, applications, APIs, documentation, and related services (collectively, the “Service”).

By creating an account, starting a trial or demo, clicking to accept, or otherwise accessing the Service, you agree to these Terms and our Privacy Policy. If you are accepting on behalf of a company, you represent that you have authority to bind that company. If you do not agree, do not use the Service.

• “Customer”, “you”, or “Tenant” means the organisation that owns a Sphereventory workspace and is responsible for its users, data, and subscription.
• “User” means any individual authorised by the Customer to access the Service (including owners, admins, managers, cashiers, and warehouse staff).
• “Customer Data” means data, content, and records submitted to or generated in the Customer’s workspace, including products, inventory, sales, purchases, customers, credit, finance entries, and settings.
• “Subscription” means the paid or trial plan that defines modules, limits, and commercial terms for a workspace.
• “Order” means an online checkout, invoice, quotation, or other ordering document that references these Terms.

Sphereventory provides cloud software to help multi-location businesses manage inventory, warehouses, store operations, point of sale (POS), purchasing, credit/collections, reporting, and related financial workflows. Features available to you depend on your Subscription, configuration, and entitlements.

We may improve, add, or modify features. Where a change materially reduces core paid functionality, we will provide reasonable notice where practicable. Beta or preview features may be offered “as is” and may change or be withdrawn.

You must provide accurate registration information and keep admin contact details current. You are responsible for all activity under your workspace, including actions by Users you invite or assign.

• Keep credentials confidential and use strong passwords; enable available security controls (such as MFA) where offered.
• Assign roles and location access appropriately so Users only receive the permissions they need.
• Promptly disable access for departed staff and notify us of suspected unauthorised access.
• Do not share a single login across multiple people when individual accountability is required for your operations.

Sphereventory is not responsible for losses arising from compromised credentials, shared passwords, or Users acting outside your internal policies.

As between you and Sphereventory, you retain all rights to Customer Data. You grant us a limited licence to host, process, transmit, display, and create operational backups of Customer Data solely to provide, secure, support, and improve the Service, and as otherwise described in our Privacy Policy.

You represent that you have all rights and consents needed to submit Customer Data (including personal data of your staff, customers, and suppliers) and that your use of the Service complies with applicable law.

Upon termination or written request, we will make Customer Data available for export for a reasonable period consistent with our then-current practices, after which we may delete or anonymise it except where retention is required by law or for legitimate dispute/security records.

You and your Users must not:

• Use the Service for unlawful, fraudulent, or deceptive purposes.
• Attempt to access another tenant’s data, bypass authentication, or probe the Service for vulnerabilities except under an agreed security testing programme.
• Upload malware, scrape the Service in a way that impairs performance, or reverse engineer non-public aspects of the Service except to the extent such restriction is prohibited by law.
• Resell, white-label, or sublicense the Service without our prior written consent.
• Interfere with billing, metering, rate limits, or entitlement enforcement.
• Use the Service to send spam or unlawful communications via any messaging channels we provide.

Trials and demos are provided for evaluation and may be limited in duration, features, or capacity. We may suspend or convert a trial when it expires unless you purchase a Subscription.

Paid Subscriptions renew according to the plan and billing cycle shown at checkout or on your invoice, unless cancelled in accordance with these Terms. Fees are generally non-refundable except where required by law or expressly stated in an Order.

You authorise us (and our payment processors) to charge applicable fees, taxes, and recurring amounts. Late or failed payment may result in suspension. Price changes for renewals will be communicated in advance where required.

• Usage-based charges (for example messaging credits or wallet top-ups, if enabled) are billed as described in-product.
• You are responsible for taxes arising from your purchase, excluding taxes based on our net income.

The Service may integrate with third-party providers (for example payment gateways, SMS/email delivery, hosting, or analytics). Your use of those providers may be subject to their terms. We do not control third-party services and are not responsible for their availability, security, or acts, except to the extent caused by our failure to implement the integration with reasonable care.

Sphereventory and its licensors own the Service, software, branding, documentation, and all related intellectual property. These Terms do not transfer ownership to you. Feedback you provide may be used by us without obligation to you.

You may not copy, modify, or create derivative works of the Service except as expressly permitted.

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect that information and use it only for purposes of the relationship, except for information that is public, independently developed, or required to be disclosed by law (with notice where legally permitted).

We will provide the Service with reasonable skill and care consistent with industry practice for similar SaaS products. Except as expressly stated, the Service is provided “as is” and “as available”.

To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or that inventory, valuation, or financial reports will meet every accounting standard without your configuration and professional advice.

Sphereventory is an operational software tool. It does not replace licensed accounting, tax, legal, or audit advice. You remain responsible for statutory filings and financial statements.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.

Except for (a) your payment obligations, (b) your breach of acceptable use or IP provisions, (c) fraud or wilful misconduct, or (d) liability that cannot be limited by law, each party’s aggregate liability arising out of these Terms is limited to the fees paid by you to Sphereventory for the Service in the twelve (12) months preceding the event giving rise to the claim.

You will defend and indemnify Sphereventory against third-party claims arising from Customer Data, your unlawful use of the Service, or your breach of these Terms, except to the extent caused by our breach of these Terms.

We may suspend access immediately if needed to protect the Service, other customers, or to address non-payment, security risk, or material breach. We will restore access promptly when the issue is resolved where reasonable.

Either party may terminate for material breach if not cured within thirty (30) days after written notice (or immediately for irreparable breaches such as unlawful use). You may stop using the Service and cancel auto-renewal according to in-product controls or by contacting support.

Sections that by nature should survive (including fees owed, IP, confidentiality, disclaimers, liability limits, and indemnity) survive termination.

We aim to keep the Service available and to provide commercially reasonable support during business hours in Ghana (and via email). Scheduled maintenance will be communicated where practicable. Temporary interruptions may occur due to maintenance, internet failures, third-party outages, or events beyond our reasonable control.

Support channels, response targets, and any enhanced SLAs (if purchased) are described in your Order or support documentation and do not modify the liability limits in these Terms unless expressly stated in a signed agreement.

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government action, widespread internet or power failures, or failures of third-party hosting providers, provided the affected party uses reasonable efforts to mitigate and resume performance.

These Terms are governed by the laws of the Republic of Ghana, without regard to conflict-of-law rules. Courts located in Accra, Ghana shall have exclusive jurisdiction, unless mandatory consumer protections in your country require otherwise.

Before filing a claim, the parties will attempt in good faith to resolve disputes by contacting the other party. Nothing prevents either party from seeking interim injunctive relief for IP or data misuse.

These Terms, together with any Order and policies referenced herein (including the Privacy Policy), constitute the entire agreement between you and Sphereventory regarding the Service and supersede prior or contemporaneous agreements on the same subject.

If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a corporate reorganisation or sale of assets.

Notices may be sent to the admin email on your account and to the contact details in Section 20. Electronic notices are sufficient unless a signed writing is required by law.

We may update these Terms from time to time. Material changes will be posted on this page with an updated “Last updated” date and, where appropriate, notified via email or in-product notice. Continued use after the effective date constitutes acceptance of the updated Terms, except where consent is required by law.

For notices under these Terms, contact support@sphereventory.com or call +233 249397960. Postal/operational base: Accra, Ghana.