Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between [Novatron legal entity name], trading as Novatron (“Novatron”, “we”, “us”), and the person or organisation that accesses or uses Octave AMS (“you”). Octave AMS includes the web application at app.octaveams.com, this website, our APIs and software development kits, and related support (together, the “Service”).

By creating an account, joining the waitlist, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you use the Service on behalf of an association or other organisation, you confirm that you are authorised to accept these Terms for it, and “you” includes that organisation.

If you do not agree, do not use the Service.

• Association — the organisation (for example a church, alumni body, union, club, cooperative, or nonprofit) that holds a workspace on Octave AMS.
• Administrator — a user the Association authorises to manage its workspace, roles, and settings.
• Member — a person whose records an Association keeps in its workspace, whether or not they have a login.
• Customer Data — all information submitted to the Service by or for an Association, including member records, forms and submissions, events and attendance, messages, and files.
• Plan — the subscription tier (such as Free, Starter, Growth, or Enterprise) and its features and usage limits.

You must be at least 18 years old, or the age of majority where you live, to create an account. Members younger than that may only be recorded in a workspace by an Association that has obtained any consent required by law.

You are responsible for the accuracy of your account information, for keeping your credentials confidential, and for all activity under your account. Tell us promptly at support@octaveams.com if you believe your account has been compromised.

Administrators decide who can access a workspace and what each role may do. The Association is responsible for the permissions it grants and for the actions of the users it invites.

Octave AMS helps Associations manage members and units, forms and submissions, events and attendance, roles and permissions, notifications, and a public presence. The features available to you depend on your Plan.

Some features may be labelled as beta, preview, or planned. Beta and preview features are provided as they are, may change or be withdrawn, and may not be covered by any service commitments. Planned features described on our website are not available until we release them, and we do not promise that they will be released or on any timeline.

We may improve, change, or discontinue parts of the Service. If we make a change that materially reduces core functionality of a paid Plan, we will give reasonable advance notice.

Ownership. As between you and Novatron, the Association owns its Customer Data. You grant us a limited licence to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service, and as described in the Privacy Policy.

Roles. For Customer Data, the Association is the data controller and Novatron acts as its processor, handling the data on the Association’s documented instructions. Where required by law or requested by the Association, we will enter into a data processing agreement.

Your responsibilities. You confirm that you have a lawful basis and any notices or consents needed to collect Customer Data and to send communications through the Service, including SMS and email to Members, and that your use complies with applicable data protection, marketing, and communications laws.

Export and deletion. Where your Plan includes exports, you can export Customer Data from the Service. After your account ends, we will delete or anonymise Customer Data within a reasonable period, except where we must keep it by law. See section 14.

You agree not to, and not to allow anyone else to:

• use the Service in breach of any law, or to collect or process personal data without a lawful basis;
• send spam, unsolicited bulk messages, or communications to people who have not agreed to receive them where consent is required;
• upload content that is unlawful, defamatory, harassing, discriminatory, or that infringes anyone’s rights;
• upload malware, or attempt to probe, scan, or break the security or integrity of the Service or other customers’ data;
• access the Service by automated means beyond our documented APIs, or in a way that places unreasonable load on it;
• circumvent Plan limits, access controls, or usage restrictions;
• reverse engineer the Service except where the law expressly allows it;
• resell or provide the Service to third parties except as we have agreed in writing;
• use the Service to build a competing product, or misrepresent your identity or your affiliation with an Association.

We may investigate suspected breaches and remove content or restrict access as described in section 14.

Paid Plans are billed in advance for the billing period you choose (for example monthly or annually) at the prices shown when you subscribe or in your order. Fees exclude taxes, which you are responsible for unless we are required to collect them.

Plans include usage limits, such as numbers of members, forms, events, file storage, and monthly email or SMS sends. If you exceed a limit, we may ask you to upgrade or restrict the relevant feature until the next period.

We may change prices for future billing periods with at least 30 days’ notice. Except where required by law or stated otherwise in your order, fees are non-refundable, and downgrades take effect at the end of the current period.

If payment is overdue, we may suspend paid features after giving notice.

Free Plans and trials are offered at our discretion, may have lower limits, and may be changed or ended. Joining the waitlist does not guarantee access to the Service or to any particular Plan, price, or date.

The Service relies on third parties for hosting, sign-in, and message delivery, and may let you connect other services. Your use of a third-party service you choose to connect is governed by that provider’s terms. We are not responsible for third-party services we do not control, though we choose our own providers with care.

Delivery of email, SMS, and push notifications depends on carriers and networks and cannot be guaranteed.

Novatron and its licensors own the Service, including its software, design, and the Octave AMS and Novatron names and logos. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription. No other rights are granted.

If you send us suggestions or feedback, we may use them without obligation to you. Our software development kits may be licensed under their own terms, which apply to them in addition to these Terms.

Each party will keep the other’s non-public information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or lawfully received from others, or where disclosure is required by law (with notice where permitted).

We maintain administrative, technical, and organisational measures designed to protect Customer Data, including access controls, encryption in transit, and an audit log of actions in each workspace. No system is perfectly secure. If we become aware of a breach affecting your Customer Data, we will notify you without undue delay and as required by law.

We aim to keep the Service available and to fix problems promptly, but we do not guarantee uninterrupted or error-free operation unless a separate service-level agreement says otherwise. We may perform maintenance, ideally with advance notice. Support is available at support@octaveams.com; response levels may vary by Plan.

You may stop using the Service and cancel your subscription at any time; cancellation takes effect at the end of the current billing period.

We may suspend or terminate access, with notice where reasonable, if you materially breach these Terms and do not fix the breach promptly, if required by law, or to prevent harm to the Service, other customers, or Members. In urgent cases we may act first and notify you afterwards.

After termination, you may request an export of your Customer Data for 30 days, where your Plan allows exports. After that period we may delete it. Sections that by their nature should survive termination — including fees owed, ownership, confidentiality, disclaimers, limitation of liability, and indemnities — will survive.

Except as expressly stated in these Terms, and to the fullest extent the law allows, the Service is provided “as is” and “as available”, and we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. You are responsible for decisions you make using information in the Service. Nothing in these Terms limits any rights you have under law that cannot be excluded.

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, arising out of these Terms or the Service.

Each party’s total liability arising out of these Terms is limited to the amounts you paid for the Service in the 12 months before the event giving rise to the claim, or, for Free Plans, a nominal amount. These limits do not apply to your payment obligations, breaches of acceptable use, indemnities, or liability that cannot be limited by law, such as for fraud or for death or personal injury caused by negligence.

You will defend and indemnify Novatron against third-party claims arising from Customer Data, your communications to Members, or your breach of these Terms or applicable law, and pay resulting losses and reasonable costs, provided we notify you promptly and let you control the defence.

These Terms are governed by [governing law, e.g. the laws of the Republic of Ghana], without regard to conflict-of-laws rules. We will first try to resolve any dispute informally; contact us at support@octaveams.com. If a dispute is not resolved within 30 days, it will be submitted to the exclusive jurisdiction of [courts, e.g. the courts of Accra, Ghana], unless mandatory law gives you the right to bring proceedings elsewhere.

We may update these Terms. We will post the new version here and update the effective date, and for material changes we will give at least 30 days’ notice by email or in the Service. Continuing to use the Service after the changes take effect means you accept them.

• These Terms, with any order form or data processing agreement, are the entire agreement on their subject.
• If any provision is unenforceable, the rest remains in effect.
• Failing to enforce a provision is not a waiver of it.
• You may not assign these Terms without our consent; we may assign them in a merger, acquisition, or sale of assets.
• Neither party is liable for delays caused by events beyond its reasonable control.
• The parties are independent contractors.

[Novatron legal entity name] (Novatron), [Registered office address]. Company number [Company registration number]. Email support@octaveams.com.