DiraOne Terms of Service

1. Welcome to DiraOne

These Terms of Service (“Terms”) govern access to and use of DiraOne, including:

• diraone.com;
• institution workspaces such as {institution}.diraone.com;
• My Dira at my.diraone.com;
• DiraOne Audit Room;
• Dira Assistant;
• DiraOne web, tablet and mobile experiences;
• integrations and APIs;
• governance assessments;
• demonstrations and pilots;
• subscriptions;
• support services; and
• other DiraOne services that refer to these Terms.

DiraOne is provided by ABNO Softwares (“ABNO Softwares”, “DiraOne”, “we”, “us” or “our”).

By accessing or using DiraOne, you agree to these Terms to the extent applicable to your role and use of the service.

If you do not agree with these Terms, you should not use DiraOne.

2. DiraOne in One Sentence

DiraOne is an independent governance operating system that connects Boards, Councils and committees to trusted institutional information, secure decisions and accountable delivery.

One trusted place for every decision.

DiraOne does not replace the institution, Board, Council, Secretary, legal adviser, auditor, regulator or governing authority.

It provides the technology through which authorised people may perform and evidence governance activities.

3. Who These Terms Apply To

These Terms may apply to:

• subscribing institutions;
• Boards and Councils;
• Board and Council members;
• committee members;
• Board or Council Secretaries;
• Principals;
• Vice-Chancellors;
• Chief Executive Officers;
• management personnel;
• auditors;
• risk and compliance personnel;
• performance teams;
• authorised ICT personnel;
• external reviewers;
• Audit Room users;
• oversight users;
• implementation personnel; and
• other authorised DiraOne users.

We refer to individuals permitted to access DiraOne as Authorised Users.

4. Institutional Agreements

An institution may use DiraOne under additional contractual documents such as:

• a proposal or quotation;
• purchase order;
• order form;
• subscription agreement;
• software/service agreement;
• public procurement contract;
• Service Level Agreement (“SLA”);
• Data Processing Agreement (“DPA”);
• pilot agreement;
• implementation agreement; or
• other written agreement.

Together, these may be referred to as the Customer Agreement.

Where a valid Customer Agreement contains terms that conflict with these Terms, the more specific Customer Agreement will apply to the relevant institution to the extent of that conflict.

For data-protection matters, the applicable DPA will take precedence where it contains more specific obligations.

Nothing in these Terms overrides mandatory requirements imposed on a public institution by applicable law or a duly executed public procurement contract.

5. Authority to Act for an Institution

If you enter into a subscription, approve an Order Form or otherwise accept commercial obligations on behalf of an institution, you represent that you have authority to do so.

An ordinary Board member, employee, auditor or other Authorised User does not become personally liable for the institution’s subscription fees merely because that person uses DiraOne.

Authorised Users remain responsible for complying with the acceptable-use, security, confidentiality and access requirements applicable to their individual use.

6. The DiraOne Experiences

DiraOne may provide several distinct experiences.

Institution Workspace

Used by authorised governance, Secretariat, management, audit, risk, compliance, performance and other institutional users.

Typical URL:

{institution}.diraone.com

My Dira

A personal mobile and tablet-first experience for Board, Council and committee members.

Typical URL:

my.diraone.com

DiraOne Audit Room

A controlled environment for external auditors, regulators or approved reviewers to receive evidence-specific, time-bound access.

Dira Assistant

Permission-aware AI assistance for authorised governance activities.

Oversight Portfolio

Where separately contracted and expressly authorised, DiraOne may provide cross-institution summaries to an authorised oversight body.

Use of one DiraOne experience does not automatically grant rights to another.

7. Accounts and Identity

You must provide accurate information when creating or activating a DiraOne account.

You must not:

• impersonate another person;
• create an account using information you are not authorised to use;
• share authentication codes or credentials with another person;
• allow another person to act under your identity;
• circumvent authentication requirements; or
• attempt to obtain permissions you have not been granted.

You are responsible for activities performed through your account where those activities result from your intentional conduct or failure to take reasonable care of your authentication information.

Notify the appropriate institutional administrator or DiraOne support promptly if you suspect unauthorised use of your account.

8. One Identity Does Not Mean Shared Access

My Dira may allow one individual to access several authorised appointments using one identity.

Each appointment remains separate.

Access is independently determined according to factors such as:

• institution;
• Board or Council;
• committee;
• role;
• verified appointment;
• effective dates;
• meeting;
• agenda item;
• document;
• information classification; and
• specifically authorised permissions.

Serving on the Board of Institution A does not provide access to Institution B.

Serving on several institutional Boards does not automatically provide cross-institution oversight authority.

9. Appointment and Tenure-Based Access

DiraOne may apply effective dates to:

• Board appointments;
• Council appointments;
• committee membership;
• chairmanship;
• invited review periods;
• delegated authority; and
• other permissions.

When an appointment or assignment ends, future access may end automatically.

Ending access does not remove legitimate historical governance records.

For example, an institution may preserve historical records showing:

• who attended;
• who declared an interest;
• who voted;
• who held office;
• what decision was made; or
• what action was assigned

even after that person’s current access has ended.

10. Customer Responsibilities

Each subscribing institution is responsible for matters within its governance authority, including:

• determining who should have access;
• ensuring appointment information is accurate;
• configuring applicable governing structures;
• establishing lawful processing purposes;
• determining information classification;
• defining retention requirements;
• approving integrations;
• maintaining appropriate internal governance procedures;
• identifying authorised administrators;
• determining whether electronic voting or approvals are permitted;
• maintaining appropriate devices and connectivity; and
• ensuring its use of DiraOne complies with applicable law and governing instruments.

DiraOne provides technology and controls.

The institution remains responsible for how those controls are lawfully applied.

11. Governance Authority Remains Human

DiraOne helps institutions prepare, record, communicate and track governance activity.

It does not independently exercise statutory, fiduciary, legal or institutional authority.

The institution and its authorised decision-makers remain responsible for:

• deliberations;
• approvals;
• votes;
• resolutions;
• conflict declarations;
• legal interpretation;
• regulatory interpretation;
• audit conclusions; and
• other authoritative governance decisions.

A system-generated workflow, status or recommendation does not replace a valid decision required under the institution’s governing framework.

12. Formal Decisions

DiraOne may support actions including:

• approve;
• reject;
• amend;
• defer;
• note;
• ratify;
• abstain;
• recuse;
• request clarification; and
• vote.

Such functionality may only be used where permitted by the institution’s applicable:

• law;
• Charter;
• regulations;
• Terms of Reference;
• policy;
• delegation framework; or
• other governing instrument.

The institution is responsible for determining whether a particular electronic decision process is legally and procedurally appropriate.

13. Electronic Communications and Records

You agree that DiraOne may provide appropriate service communications electronically, including through:

• DiraOne;
• email;
• SMS;
• push notification;
• secure deep link; or
• another agreed electronic channel.

Where permitted by applicable law and the relevant institutional governance framework, electronic records, acknowledgements and signatures may form part of DiraOne workflows.

Formal governance actions must still comply with the institution’s applicable legal and governance requirements.

14. Customer Data

“Customer Data” means information submitted to, stored in, transmitted through or received by DiraOne on behalf of a subscribing institution.

This may include:

• governance structures;
• appointments;
• Board papers;
• committee papers;
• meeting information;
• minutes;
• resolutions;
• voting information;
• declarations;
• actions;
• evidence;
• performance information;
• audit information;
• risk information;
• compliance records;
• governance documents; and
• authorised information received from connected systems.

The institution retains ownership of its Customer Data subject to applicable law and contractual obligations.

ABNO Softwares does not obtain ownership of Customer Data merely because it is processed through DiraOne.

15. Your Content

Where you upload, submit or create content through DiraOne, you confirm that you have the authority required to do so.

You must not knowingly upload or distribute content that:

• infringes another person’s intellectual property;
• unlawfully discloses personal or confidential information;
• contains malicious software;
• is fraudulent;
• is knowingly falsified;
• is unlawful; or
• is outside your authorised institutional responsibilities.

You grant ABNO Softwares only the rights reasonably required to host, process, transmit, secure, back up and otherwise provide DiraOne in accordance with the Customer Agreement, Privacy Policy and applicable DPA.

16. Institutional Data Ownership and Exit

The institution’s governance records remain its records.

DiraOne is not intended to create artificial data lock-in.

Upon expiry or termination of a Customer Agreement, export, retention, archival and deletion will be handled according to:

• the Customer Agreement;
• applicable DPA;
• agreed exit arrangements;
• institutional retention requirements; and
• applicable law.

Some information may need to remain temporarily preserved for:

• backup integrity;
• fraud prevention;
• legal obligations;
• audit;
• dispute resolution;
• security investigations; or
• other lawful purposes.

17. Private Notes

My Dira may provide private notes, highlights, bookmarks and annotations.

Private notes are intended to remain visible only to the member who created them unless the member deliberately converts or shares the content as an authorised:

• question;
• comment;
• amendment;
• clarification request; or
• other governance contribution.

Users must not attempt to access another member’s private notes.

18. Content Classification

Institutions may classify governance content using categories such as:

• General Board;
• Committee Restricted;
• Confidential;
• Highly Confidential;
• Chair and Secretary Only;
• In-camera;
• Legal Privilege; and
• Whistle-blower Protected.

You must comply with restrictions attached to information you access.

Receiving authorised access to information does not necessarily give you permission to:

• forward it;
• copy it;
• screenshot it;
• print it;
• download it;
• upload it elsewhere;
• disclose it verbally; or
• use it for another purpose.

19. Confidentiality

Authorised Users must preserve the confidentiality of governance information to which they receive access.

You must not disclose confidential information except:

• as authorised by the institution;
• as required for your official responsibilities;
• where required by applicable law; or
• where otherwise lawfully permitted.

Confidentiality obligations may continue after:

• a meeting ends;
• committee membership ends;
• a Board term ends;
• employment ends; or
• access to DiraOne is withdrawn.

20. Acceptable Use

You must use DiraOne lawfully, responsibly and within your authorised role.

You must not:

• attempt unauthorised access;
• access another institution without authority;
• bypass permissions;
• interfere with tenant isolation;
• probe another user’s account;
• impersonate another person;
• falsify governance records;
• manipulate audit trails;
• knowingly upload malware;
• interfere with service operation;
• overload the platform intentionally;
• reverse engineer DiraOne except where expressly permitted by law;
• scrape the service without written authorisation;
• use automated tools to extract protected content without permission;
• conduct penetration or vulnerability testing without written authorisation;
• misuse integrations or APIs;
• circumvent download or export restrictions;
• use DiraOne to facilitate unlawful conduct; or
• assist another person in doing any of these things.

21. Security Research

We welcome responsible reporting of suspected security vulnerabilities.

Do not exploit a vulnerability to:

• obtain unnecessary data;
• access another institution;
• modify governance records;
• disrupt service;
• download confidential content;
• establish persistence; or
• publicly disclose the issue before reasonable remediation coordination.

Security concerns may be reported to:

info@abnosoftwares.com

A dedicated security disclosure process may also be published through the DiraOne Trust Centre.

22. Integrations

DiraOne may connect to systems such as:

• Intellimis;
• ABN Unisol;
• Genesis;
• Jiunge;
• Mteja360;
• MtejaFlow;
• Delytt;
• Nuru365;
• SAP;
• Oracle;
• Microsoft Dynamics;
• Sage;
• Odoo;
• document repositories;
• data warehouses; and
• other authorised systems.

The institution is responsible for authorising its integrations and ensuring it has the right to provide DiraOne access to the relevant information.

DiraOne does not become the operational system of record merely because information is displayed through it.

23. Source-System Information

Operational systems remain responsible for their underlying operational records.

DiraOne may display:

• summaries;
• metrics;
• exceptions;
• trends;
• evidence;
• certified snapshots; and

source-linked information

for governance purposes.

Where DiraOne displays source-derived information, users should consider information such as:

• source;
• reporting period;
• as-at date;
• last refresh;
• data owner; and
• data-quality status.

A failure, delay or error in a third-party source system may affect information available in DiraOne.

24. Certified Board Packs

DiraOne may preserve a certified version of papers and supporting information circulated for a particular meeting.

A certified Board pack may preserve:

• agenda;
• papers;
• annexes;
• source information;
• reporting period;
• extraction time;
• version;
• certifying officer; and
• known limitations.

Certified records should not be silently overwritten merely because live source-system data later changes.

The institution remains responsible for determining when a pack becomes the official governance record.

25. DiraOne Audit Room

Audit Room access is provided only for an authorised purpose.

An Audit Room user must comply with the invitation scope and any restrictions imposed by the institution.

Restrictions may include:

• financial year;
• audit assignment;
• committee;
• evidence category;
• finding;
• duration;
• read-only access;
• download restrictions;
• print restrictions; and
• expiry.

Audit Room users must not attempt to access information outside their authorised scope.

An auditor or external reviewer does not acquire ordinary institution-administration rights merely because an Audit Room invitation has been issued.

26. Dira Assistant

Dira Assistant provides AI-supported functionality for authorised users.

It may help with tasks such as:

• summarising documents;
• explaining information;
• comparing versions;
• identifying missing annexes;
• identifying inconsistencies;
• preparing draft governance material;
• answering source-backed questions;
• identifying overdue actions;
• surfacing audit or performance exceptions; and
• suggesting questions for consideration.

Dira Assistant is an aid—not the governing authority.

27. AI Limitations

Dira Assistant must not be relied upon as a substitute for:

• professional legal advice;
• formal audit opinion;
• regulatory interpretation;
• accounting opinion;
• professional investment advice;
• Board deliberation; or
• an authorised institutional decision.

AI-generated information may occasionally be incomplete, inaccurate or require additional context.

Authorised users remain responsible for reviewing AI-assisted output before using it in an official governance process.

Dira Assistant cannot properly:

• vote for a member;
• approve on behalf of a member;
• reject on behalf of a member;
• declare a conflict for a member;
• independently issue an authoritative resolution;
• grant itself or another person permissions;
• bypass DiraOne access controls; or
• independently close an audit finding or governance action requiring human approval.

28. AI and Institutional Separation

Dira Assistant may only access information available within the permissions of the current authorised context.

One institution’s confidential governance content must not be exposed to another institution through Dira Assistant.

Unless expressly agreed otherwise in writing with the Customer, Customer Governance Content will not be used to train a general-purpose AI model for the benefit of unrelated customers.

Where third-party AI providers are used, their role will be governed through applicable service-provider, security and data-protection arrangements.

29. Notifications and MtejaFlow

DiraOne may use:

• in-app notifications;
• email;
• SMS;
• push notifications; or

optional MtejaFlow/WhatsApp messaging

to notify an Authorised User that an item requires attention.

External messaging channels should ordinarily contain only information appropriate for that channel.

Formal confidential Board decisions should remain within the authorised DiraOne environment.

A WhatsApp notification or deep link does not itself constitute a formal Board approval unless the applicable governance framework expressly provides otherwise and the required secure action is completed through DiraOne.

30. Service Availability

ABNO Softwares will use reasonable efforts to operate DiraOne reliably and securely.

Any contractual commitments relating to matters such as:

• uptime;
• availability;
• support response times;
• maintenance;
• recovery objectives;
• service credits; or

escalation

will be stated in the applicable SLA or Customer Agreement.

DiraOne may occasionally be unavailable because of:

• scheduled maintenance;
• emergency maintenance;
• security response;
• infrastructure failure;
• internet or telecommunications failure;
• third-party service failure;
• force majeure; or
• other circumstances outside reasonable control.

31. Maintenance and Updates

We may update DiraOne to:

• add functionality;
• improve usability;
• fix defects;
• improve performance;
• strengthen security;
• respond to legal or regulatory changes; or
• maintain platform compatibility.

We will use reasonable efforts to avoid materially reducing contracted core functionality during an active subscription without appropriate notice or contractual basis.

32. Support

Support is provided according to the applicable Customer Agreement, package and SLA.

Support may include:

• product assistance;
• troubleshooting;
• incident management;
• configuration assistance;
• integration support; and
• service guidance.

Support does not automatically include unrestricted access to Customer Data.

33. No Standing Vendor Access

ABNO Softwares support personnel do not require permanent access to confidential governance content merely to operate DiraOne.

Where protected access is genuinely required to resolve an issue, the intended workflow is:

Request → Authorise → Limit → Record → Expire

Access may therefore be:

• purpose-specific;
• institution-specific;
• role-limited;
• time-limited;
• logged; and
• subject to institutional approval.

34. Emergency Access

Exceptional security or continuity events may require emergency or “break-glass” access.

Where implemented, such access may require:

• a documented reason;
• authorisation;
• limited scope;
• limited duration;
• logging;
• notification where appropriate;
• automatic expiry; and
• post-access review.

Emergency access is not intended as an alternative to normal support procedures.

35. Security

DiraOne uses technical and organisational safeguards appropriate to the nature of the service.

These may include:

• encryption in transit;
• encryption at rest;
• multi-factor authentication;
• device-based security;
• tenant separation;
• role-based access;
• appointment-aware permissions;
• committee-aware permissions;
• information classification;
• audit trails;
• security monitoring;
• backup controls;
• continuity procedures;
• incident response; and
• controlled support access.

Users and Customers must also take reasonable security measures within their own control.

36. Privacy and Data Protection

Use of DiraOne is subject to the:

DiraOne Privacy Policy

and, where applicable:

DiraOne Data Protection terms and institutional Data Processing Agreement.

Where the Customer acts as Data Controller, ABNO Softwares ordinarily processes institutional personal data as Data Processor according to the applicable agreement.

37. Fees

Fees are specified in the applicable:

• quotation;
• proposal;
• Order Form;
• Customer Agreement;
• invoice; or
• subscription arrangement.

Unless expressly stated otherwise:

• fees are institutional rather than per individual member;
• applicable taxes are additional;
• third-party charges may be separately identified;
• custom integrations may be separately charged; and
• additional professional services may require separate approval.

No fee is payable merely because a Board member accesses My Dira where that user is already included within the institution’s contracted scope.

38. Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise.

The Customer is responsible for applicable:

• VAT;
• withholding obligations;
• statutory deductions; or

other taxes

in accordance with applicable law and the Customer Agreement.

Where tax withholding is legally required, the Customer should provide appropriate evidence of the withholding.

39. Payment

Payment terms will be specified in the applicable Customer Agreement or invoice.

Payments must be made through authorised payment channels.

Where online payments are available, the Customer may also be subject to the terms of the relevant payment service provider.

ABNO Softwares will not require a user to disclose confidential banking credentials directly to DiraOne where payment processing is performed by an authorised third-party payment provider.

40. Late Payment

Where an undisputed invoice remains unpaid after its contractual due date, ABNO Softwares may take actions permitted under the Customer Agreement and applicable law.

Before suspending a material institutional service solely for non-payment, ABNO Softwares will apply the relevant contractual notice and escalation process.

Public-sector payment arrangements remain subject to the applicable executed contract and lawful procurement/payment framework.

41. Suspension

ABNO Softwares may temporarily restrict or suspend access where reasonably necessary to:

• protect DiraOne;
• protect another customer;
• stop unauthorised access;
• respond to a cybersecurity incident;
• comply with law or lawful authority;
• address serious misuse;
• prevent material harm; or
• enforce a material contractual breach after applicable notice.

Where reasonably possible and safe, we will notify the affected Customer and work to restore service after the issue is resolved.

We will avoid using suspension more broadly than reasonably required.

42. Term and Renewal

The duration and renewal of an institutional subscription are governed by the applicable Customer Agreement.

These Terms continue to apply while an Authorised User accesses DiraOne.

Provisions that by their nature should continue after termination will survive, including provisions concerning:

• confidentiality;
• intellectual property;
• historical records;
• liability;
• dispute resolution;
• security incidents;
• data protection; and
• lawful retention.

43. Termination

A Customer or ABNO Softwares may terminate the service according to the applicable Customer Agreement.

ABNO Softwares may also terminate or permanently restrict an individual account where the user:

• repeatedly or materially violates these Terms;
• accesses information without authority;
• deliberately compromises system security;
• engages in fraud;
• impersonates another person; or
• uses DiraOne unlawfully.

Where practicable, action against an individual user’s account should not unnecessarily disrupt the entire institution.

44. Effects of Termination

Following termination:

• ongoing access may end;
• institutional export procedures may commence;
• temporary credentials may be revoked;
• integrations may be disabled;
• Customer Data may be retained or deleted according to the Customer Agreement, DPA and applicable law; and
• lawful historical, security and transaction records may remain where required.

Termination does not erase liabilities or obligations arising before termination.

45. DiraOne Intellectual Property

DiraOne, including its:

• software;
• interface;
• source code;
• object code;
• design;
• workflows;
• documentation;
• product architecture;
• trademarks;
• logos;
• service names;
• proprietary templates; and

other intellectual property

is owned by or licensed to ABNO Softwares and is protected by applicable intellectual-property laws.

Except for the limited right to use DiraOne during an authorised subscription, no ownership rights are transferred to the Customer or Authorised User.

46. Licence to Use DiraOne

Subject to payment of applicable fees and compliance with the Customer Agreement, ABNO Softwares grants the Customer and its Authorised Users a limited, non-exclusive, non-transferable right to use DiraOne for the Customer’s authorised institutional purposes during the applicable subscription period.

This licence does not permit the Customer to:

• resell DiraOne;
• sublicense it to unrelated institutions;
• copy the platform;
• create an unauthorised competing derivative;
• remove proprietary notices; or
• use DiraOne outside the contracted scope.

Group or portfolio licences may be separately agreed.

47. Customer Intellectual Property

The Customer retains ownership of its:

• trademarks;
• logos;
• institutional documents;
• policies;
• templates;
• proprietary information; and
• Customer Data.

The Customer permits ABNO Softwares to use Customer branding only as required to provide the contracted service.

ABNO Softwares will not publish the Customer’s name, logo, testimonial or case study for external marketing without appropriate authorisation.

48. Feedback

If you voluntarily provide product feedback, suggestions or ideas, ABNO Softwares may use them to improve DiraOne.

This does not permit ABNO Softwares to disclose:

• Customer confidential information;
• Board content;
• private member notes; or
• protected institutional intellectual property.

Feedback does not entitle the contributor to ownership of later general platform improvements unless separately agreed in writing.

49. Third-Party Services

DiraOne may rely on or connect to third-party services such as:

• cloud providers;
• identity services;
• communication providers;
• payment providers;
• ERP systems;
• meeting platforms;
• AI technology;
• data sources; and
• integration services.

Third-party products may have their own terms and privacy practices.

ABNO Softwares is not responsible for independent third-party services outside its reasonable control, although ABNO Softwares remains responsible for its own contractual obligations relating to providers it appoints as subprocessors.

50. No Legal or Regulatory Certification

DiraOne may support governance frameworks such as Mwongozo and other institutional rules.

DiraOne does not, merely by being used:

• certify legal compliance;
• certify Mwongozo compliance;
• constitute legal advice;
• certify an audit;
• certify a performance contract;
• constitute a regulatory opinion; or
• replace an institution’s professional advisers.

The institution remains responsible for interpreting and complying with its applicable legal and governance requirements.

51. Service Warranty

ABNO Softwares will provide DiraOne with reasonable skill and care consistent with the applicable Customer Agreement.

We do not warrant that:

• the service will be uninterrupted at every moment;
• every third-party integration will remain available indefinitely;
• Customer-provided information will be accurate;
• AI-generated content will always be error-free;
• DiraOne will satisfy a legal requirement that has not been configured or communicated to us; or
• use of DiraOne alone will make an institution compliant.

Any specific warranty or service commitment in the Customer Agreement or SLA remains applicable.

52. Customer Information and Decisions

ABNO Softwares is not responsible for governance outcomes caused by:

• inaccurate information supplied by the Customer;
• incorrect appointment records supplied by the Customer;
• unauthorised permissions granted by the Customer;
• failure to follow applicable governance procedures;
• failure to act on alerts;
• decisions made by the Board or management;
• information withheld from DiraOne;
• misuse of exported documents; or
• changes made in third-party source systems outside ABNO Softwares’ control.

This does not limit ABNO Softwares’ responsibility for its own breach, negligence or misconduct where liability cannot lawfully be excluded.

53. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special or consequential losses arising from the use of DiraOne, including loss of expected profits or business opportunity, except where such liability cannot lawfully be excluded.

Unless a Customer Agreement provides otherwise, ABNO Softwares’ aggregate contractual liability arising from the DiraOne service will not exceed the fees paid or payable by the affected Customer for the relevant DiraOne service during the 12 months immediately preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded.

A Customer Agreement may establish different limits for:

• data protection;
• confidentiality;
• intellectual-property infringement;
• fraud;
• wilful misconduct;
• security obligations; or
• other agreed risks.

54. Statutory Rights

Nothing in these Terms excludes or limits any right, remedy or liability that cannot legally be excluded or limited.

Where mandatory consumer, public procurement, data-protection or other legislation applies, those statutory rights remain unaffected.

55. Indemnity for Unlawful Misuse

To the extent permitted by law, a Customer may be responsible for losses arising directly from unlawful or unauthorised use of DiraOne by persons whose access the Customer controls where the Customer caused, authorised or knowingly failed to address that misuse.

This provision does not make an individual Board member personally responsible for institutional obligations merely because the individual is an Authorised User.

Any broader indemnity obligations must be set out in the applicable Customer Agreement.

56. Compliance With Law

Each party must comply with laws applicable to its own performance under the DiraOne relationship.

DiraOne must not be used to facilitate:

• fraud;
• unlawful surveillance;
• corruption;
• unlawful disclosure;
• identity theft;
• cybercrime;
• unauthorised system access; or
• falsification of governance records.

57. Public Institutions

Where DiraOne is procured or used by a public institution:

• the applicable procurement instrument remains important;
• statutory financial controls remain applicable;
• institutional authority structures remain applicable;
• public-record and audit obligations remain applicable;
• DiraOne does not confer authority that the user does not otherwise possess; and
• these Terms should be read together with the executed institutional contract.

58. Changes to These Terms

We may update these Terms to reflect:

• product changes;
• legal or regulatory changes;
• security requirements;
• new services; or
• operational changes.

The latest version will display its effective date.

Where a change materially affects an active institutional Customer’s rights or obligations, we will provide appropriate notice and will respect any contractual change-control requirements in the Customer Agreement.

Changes will not retroactively remove accrued contractual rights without lawful basis.

59. Notices

Operational notices may be delivered through:

• DiraOne;
• the registered institutional administrator;
• email; or
• another agreed communication channel.

Formal contractual notices should be sent according to the applicable Customer Agreement.

60. Assignment

A Customer may not transfer its institutional DiraOne subscription to an unrelated organisation without ABNO Softwares’ written consent unless the Customer Agreement provides otherwise.

ABNO Softwares may transfer its rights and obligations as part of a lawful corporate restructuring, merger, acquisition or transfer of the DiraOne business, subject to applicable contractual, confidentiality and data-protection obligations.

61. Subcontractors and Subprocessors

ABNO Softwares may engage appropriately qualified third parties to help provide DiraOne.

Where a provider processes personal data on ABNO Softwares’ behalf, applicable data-protection and security requirements will apply.

Use of a technical provider does not give that provider governance authority over Customer Data.

62. Force Majeure

Neither party will be responsible for failure or delay caused by circumstances beyond its reasonable control where it has taken reasonable steps to mitigate the effect.

Such events may include:

• natural disaster;
• widespread telecommunications failure;
• war;
• civil disturbance;
• government action;
• major utility failure;
• widespread cyber incident;
• labour disruption;
• epidemic or pandemic; or
• other events beyond reasonable control.

Payment obligations already properly due are not automatically cancelled by a force-majeure event.

63. Severability

If a provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in effect to the extent legally possible.

The invalid provision should be interpreted or adjusted only as far as necessary to make it lawful and enforceable.

64. No Waiver

Failure by either party to enforce a provision immediately does not mean that party permanently waives the right to enforce it later.

65. Entire Agreement

For users who access DiraOne solely under these Terms, these Terms together with incorporated policies form the applicable agreement concerning such access.

For institutional Customers, the entire contractual relationship may additionally include the Customer Agreement, DPA, SLA, Order Forms and other executed documents.

66. Governing Law

Unless the applicable Customer Agreement states otherwise, these Terms are governed by the laws of the Republic of Kenya.

67. Resolving Disputes

If a dispute arises, the parties should first attempt to resolve it through good-faith discussions between authorised representatives.

For an institutional Customer, any dispute-resolution procedure stated in the Customer Agreement will apply.

Where no different dispute-resolution process has been agreed and a dispute cannot be resolved amicably, the courts of competent jurisdiction in Kenya will have jurisdiction, subject to applicable law.

Nothing prevents either party from seeking urgent protective or injunctive relief where appropriate.

68. Contact

Questions about these Terms may be directed to:

DiraOne
ABNO Softwares Ltd
Email: info@abnosoftwares.com
Website: diraone.com

For institution-specific contractual matters, contact your designated DiraOne representative.

DiraOne

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