Terms of Service

1. Acceptance & Parties

These Terms of Service ("Master Agreement" or "Terms") form a legally binding agreement between you ("Customer", "you") and Netpoa Limited, a company registered in the United Republic of Tanzania (TIN / Company Registration No. 143-477-398) ("Netpoa", "we", "us", "our").

Netpoa Limited operates the Netpoa brand of internet infrastructure services (hosting, domains, Cloud VPS, business email, SSL) and the Sanya family of software brands (Sanya Business, SanyaSMS, Kanisa MS). All services across all brands are bound by this Master Agreement.

The Master Agreement, together with the Schedule for the specific service you purchased, the Privacy Policy, and the Acceptable Use Policy, constitutes the entire agreement between you and Netpoa Limited.

By creating an account, paying an invoice, or otherwise using any service we operate, you confirm that:

• You are at least 18 years old, or are authorised to act on behalf of an organisation.
• The information you provided during signup is accurate.
• You have read and accept these Terms, the relevant Schedule, the Privacy Policy, and the Acceptable Use Policy.

In this Master Agreement and every Schedule, "business hours" and "business day" mean Monday–Friday 09:00–18:00 and Saturday 09:00–16:00, East Africa Time (UTC+3), excluding public holidays in the United Republic of Tanzania.

If you do not agree, do not sign up — and if you already have, you may cancel under Section 5.

2. Services Covered

This Master Agreement applies to every service operated by Netpoa Limited, currently including:

• Netpoa Hosting — shared cPanel web hosting, business email, SSL certificates — see Schedule A
• Netpoa Domains — domain registration, renewal & transfer (.tz family, .com / .org / .net, 200+ international TLDs) — covered by Schedule A (Part 2)
• Netpoa Cloud — Cloud VPS, Storage Box, object storage — see Schedule C
• Sanya Business — multi-tenant business OS (accounting, payroll, HR, inventory) — see Schedule D
• SanyaSMS — bulk SMS gateway — see Schedule E
• Kanisa MS — church management system — see Schedule F
• Sanya Store — digital downloads marketplace — see Schedule G

Where a Schedule has not yet been published, the operational rules described historically on the product's marketing page apply — superseded by the Schedule once published.

3. Account Registration

To purchase any service you must create an account by providing accurate information, including your name, business or organisation name, email address, phone number, and (where applicable) your Tanzanian TIN. You are responsible for:

• Keeping your password and any 2FA codes confidential.
• All activity that occurs under your account, whether or not you authorised it.
• Notifying us immediately at support@netpoa.com if you suspect unauthorised access.
• Maintaining accurate contact details — invoices, suspension notices, and security alerts go to the email and phone number on file.

One account may purchase any combination of services. Defaulting on one service does not auto-suspend another unless the relevant Schedule explicitly says so or the same payment failure spans both invoices.

4. Payment & Billing (General)

4.1 Currency & Tax

All prices are quoted and billed in Tanzanian Shillings (TZS), exclusive of VAT (added where applicable under Tanzanian law). We are responsible for collecting and remitting VAT; you are responsible for any other taxes applicable to your purchase.

4.2 Payment Methods

We accept payment via our online payment partner — supporting M-Pesa, Tigo Pesa, Airtel Money, Halopesa, Visa, and Mastercard — and direct bank transfer. Payment by bank transfer requires you to notify us with the deposit reference so we can reconcile within one business day.

4.3 Advance Billing

All services are billed in advance of the period to which they relate. An invoice falls due on its stated due date.

4.4 Renewal

Subscription services renew automatically at the end of each billing cycle unless cancelled. We send a renewal reminder at least 14 days before the renewal date. Domain renewals follow the registry's specific rules — see Schedule A, Part 2 — Domains.

4.5 Late Payment

If an invoice remains unpaid past its due date, we may suspend the service after a grace period defined in the relevant Schedule. Grace periods, suspension behaviour, and deletion clocks vary by service — please read the Schedule for the service you purchased. Once suspended, restoration is automatic when payment clears (subject to Schedule-specific reactivation fees, if any).

4.6 Pricing Changes

We may change prices with at least 30 days' written notice to the email on your account. Existing paid cycles retain their original rate until renewal — you are never surprise-billed mid-cycle.

5. Cancellation & Suspension (General)

5.1 Customer Cancellation

You may cancel any subscription from your client area or by email to info@netpoa.com. Cancellation takes effect at the end of the current paid cycle (no refund for the remainder of an already-billed cycle except as the Schedule permits — see Refunds Policy).

5.2 Our Suspension

We may suspend a service immediately and without refund if:

• An invoice remains unpaid beyond the grace period in the relevant Schedule.
• You breach the Acceptable Use Policy or applicable law.
• A regulator, registry, or court of competent jurisdiction orders us to suspend.
• Your account poses an active security threat (malware, phishing, DDoS source).

Where possible we give you advance notice and a chance to cure. For acute risks (e.g., active malware, phishing, denial-of-service attack), suspension is immediate.

6. Acceptable Use

Your use of every service is governed by our Acceptable Use Policy (AUP). The AUP forms part of these Terms. Violations of the AUP can result in suspension, termination, or — for severe cases (fraud, CSAM, threats to life) — referral to Tanzanian law enforcement.

7. Your Data & Our Role

Most services we operate are data-processing arrangements: you decide what data goes in, how it's used, and who can access it; we operate the platform that stores and serves it. For some services (e.g., bulk SMS), we also handle data on your behalf to deliver the service. Our roles and responsibilities under Tanzanian data-protection law are set out in our Privacy Policy and (where applicable) our Data Processing Agreement.

8. Service Availability (General)

We target 99.9% monthly uptime across our infrastructure services, measured at the network edge. Specific SLAs, exclusions (planned maintenance, force majeure, customer-caused downtime), and credits are defined per service in the relevant Schedule.

9. Intellectual Property

You retain all rights to content you upload, host, send, or otherwise process through our services. We retain all rights to our platform — software, infrastructure, brand assets, documentation. You grant us a limited licence to your content solely to operate the service (e.g., to host your website's files, to deliver your SMS messages).

10. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other in connection with the services that a reasonable person would understand to be confidential — including, for you: your business data, configurations, and commercial information we encounter while providing the services; and, for us: non-public pricing and quotations, security configurations and reports, infrastructure and vendor details, and product roadmaps.

Each Party shall:

• Use the other Party's Confidential Information only to perform its obligations or exercise its rights under this Agreement.
• Protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
• Not disclose it to anyone except employees, contractors, and professional advisers who need it for the purposes above and are bound by confidentiality obligations at least as protective as this Section.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was lawfully known to the receiving Party before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

If a court, regulator, or other authority of competent jurisdiction compels disclosure, the receiving Party may disclose the minimum required — and, where lawful, will notify the disclosing Party first so it can seek protective measures.

These obligations apply during the term of this Agreement and for three (3) years after it ends; for trade secrets, for as long as they remain trade secrets. Personal data you process through our services is governed by the Privacy Policy and the Data Processing Agreement, not by this Section — if they conflict, the DPA prevails on data-protection matters.

11. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE SCHEDULE OR REQUIRED BY TANZANIAN LAW, ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent permitted by law we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that any service will be uninterrupted, error-free, or that defects will be corrected immediately.

12. Limitation of Liability

To the maximum extent permitted by Tanzanian law:

• Our total aggregate liability to you for all claims arising out of or relating to these Terms (across all services combined) is limited to the lower of: (i) the total amount you paid us in the 12 months preceding the claim, or (ii) TZS 5,000,000 (five million Tanzanian Shillings) in aggregate across all claims.
• We are not liable for indirect, incidental, consequential, or punitive damages — including lost profits, lost revenue, lost data (beyond what reasonable backups would recover), or business interruption.
• Nothing in these Terms limits liability for fraud, willful misconduct, or any other liability that cannot be limited under Tanzanian law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Netpoa Limited and its directors, employees, and sub-processors from any claim, loss, or expense (including reasonable legal fees) arising out of:

• Your breach of these Terms, the applicable Schedule, or applicable law.
• Content you upload, host, send, or process via any service.
• Your failure to obtain consent from your customers, employees, or subscribers before processing their personal data through our services.
• Domain disputes, trademark claims, or registry-policy violations where you are the registrant.

14. Term & Termination

This Master Agreement applies from the date you create an account until either party terminates, even between active subscriptions. Termination of one service does not terminate the Master Agreement — only the Schedule for that specific service. Termination does not affect any rights or obligations accrued before the termination date, including unpaid invoices.

15. Governing Law & Disputes

This Master Agreement and every Schedule are governed by the laws of the United Republic of Tanzania. Any dispute that cannot be resolved through good-faith negotiation will be submitted to the exclusive jurisdiction of the courts of Dar es Salaam, Tanzania.

16. Changes to These Terms

We may amend these Terms or any Schedule from time to time. Material changes (anything affecting your rights or obligations) get at least 30 days' written notice to your account email and a banner on the relevant client area before they take effect. Continued use of the service after the change date constitutes acceptance.

17. Contact

Netpoa Limited
Kijitonyama, Dar es Salaam, Tanzania
All enquiries — support, billing, legal, data protection: info@netpoa.com
Your message is routed internally to the responsible team.

18. Order of Precedence

If there is any conflict between this Master Agreement and a Schedule on a matter specific to one service (e.g., refund window for hosting, suspension clock for VPS, sender-ID rules for SMS), the Schedule prevails on that specific matter. On cross-cutting matters (governing law, liability cap, IP, indemnification, dispute resolution), the Master prevails.

If there is any conflict between any of these Terms and a separately signed contract (e.g., an enterprise agreement, a signed DPA, a partner agreement), the signed contract prevails on the matters it expressly covers.

19. Schedules (per-service)

The following Service Schedules form part of these Terms. Each Schedule applies only to customers of that specific service.