Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of SmartLARMS (the “Service”), provided by Value Space Company Limited, a company limited by shares incorporated in Uganda on 13 February 2023 under registration number 80034962685644 (trading as “ValueSpace”, and referred to in these Terms as “ValueSpace”, “we” or “us”). By creating an account or otherwise accessing the Service, you agree to be bound by these Terms.

If you are accepting on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation, and “you” refers to that organisation. Where you and ValueSpace have signed a separate written agreement covering the Service, that agreement prevails over these Terms to the extent of any conflict.

If you do not agree to these Terms, do not create an account or use the Service.

2. The Service

SmartLARMS is a platform for managing Resettlement Action Plans and related land acquisition work: registering project-affected persons, valuing assets, tracking entitlements and compensation, managing grievances, and producing audit-ready records.

SmartLARMS does not execute payments. The Service records and reconciles compensation that you or your paying agent disburse through your own banking, mobile money, or cash channels. SmartLARMS is a system of record, not a payment service, and holds no funds on your behalf.

3. Accounts and Registration

You must provide accurate registration information and keep it up to date. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. Notify us immediately at olules@smartlarms.com if you suspect unauthorised access.

Within an organisation’s workspace, the administrator(s) you designate control which team members have access and at what permission level. We are not responsible for access decisions made by your organisation’s administrators.

4. Your Data — Ownership and Our Role

As between you and ValueSpace, you own the data you input into the Service — project configurations, affected-person records, field surveys, valuations, entitlements, payment records, grievances, and any documents or images you upload (together, “Customer Data”). We claim no ownership over Customer Data.

For Customer Data, ValueSpace acts as a processor on your behalf: we store, secure, and make it available to you and the team members you authorise, in accordance with your instructions and our Privacy Policy. You are responsible for ensuring you have the lawful basis to collect and process the personal data of project-affected persons and other individuals you enter into the Service, including under any applicable data protection law and the requirements of your project’s funders.

On termination of your account, you may export your Customer Data for a reasonable period before deletion, as described in our Privacy Policy.

5. Data Protection

Roles. For personal data contained in Customer Data — including records of project-affected persons — you are the data controller and ValueSpace is a data processor acting only on your documented instructions. For account and billing data, ValueSpace is the controller. Each party will comply with the data protection law applicable to it, including the Uganda Data Protection and Privacy Act, 2019 and, where applicable, the Kenya Data Protection Act, 2019 and the UK/EU GDPR.

Your obligations as controller. You represent and warrant that you:

• have a valid lawful basis for collecting and processing the personal data you enter into the Service, and can demonstrate it;
• have given affected individuals the notice their law requires, in a language and form they can understand — which on a resettlement project may mean orally and in a local language, not only in writing;
• have obtained any consent or authorisation required for special category data, including vulnerability indicators, health or disability information, photographs, and precise location data;
• will not instruct us to process personal data in a way that would breach applicable law;
• are responsible for responding to data subject requests and grievances concerning Customer Data, and for operating an accessible grievance mechanism.

Our obligations as processor. ValueSpace will: process Customer Data only on your documented instructions; ensure personnel with access are bound by confidentiality; apply appropriate technical and organisational security measures; engage sub-processors only under written terms imposing equivalent obligations, and remain responsible for their performance; assist you, at your cost where the assistance is substantial, with data subject requests, impact assessments and regulator consultations; notify you without undue delay on becoming aware of a personal data breach affecting Customer Data; and, on termination, delete or return Customer Data on your written instruction, subject to legal retention requirements and routine backup expiry.

Transfers and localisation. Personal data entered into the Service is processed outside Uganda and Kenya — the application and database are hosted in the United Kingdom and uploaded media in the United States, as itemised in our Privacy Policy. You acknowledge this and are responsible, as controller, for establishing a lawful condition for the transfer and for disclosing it to affected persons. If your project’s funder or national law requires data to remain in a particular jurisdiction, you must tell us in writing before the project begins; data localisation cannot be applied retroactively.

Registrations. Each party will obtain and maintain any registration, notification or licence that data protection law requires of it in respect of its own role — including, in Uganda, registration with the Personal Data Protection Office at NITA-U where the Act requires it of that party.

Sub-processors. You consent to our use of the sub-processors listed in the Privacy Policy. We will give reasonable prior notice of any addition or replacement, and you may object on reasonable data protection grounds; if we cannot accommodate the objection, you may terminate the affected part of the Service without penalty.

Retention. Resettlement records commonly must be preserved for years after a project closes to satisfy audit, lender and land-law requirements. We will not delete Customer Data on our own initiative; retention and deletion are your decisions as controller. Further detail is in our Privacy Policy, which forms part of these Terms.

6. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms;
• Attempt to gain unauthorised access to the Service, other accounts, or our systems;
• Interfere with or disrupt the integrity or performance of the Service;
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except as permitted by law;
• Resell, sublicense, or provide the Service to third parties outside your organisation without our written consent;
• Upload data you do not have the right to collect or share.

7. Fees and Billing

SmartLARMS is priced per project rather than per seat, reflecting how a resettlement budget is actually built — as a line item in the project budget rather than a headcount cost. Pricing and payment terms for your project are set out in your order form, invoice, or a separate written agreement between you and ValueSpace, and form part of these Terms.

Fees are non-refundable except where required by law or expressly agreed in writing. We may suspend access to the Service for accounts with amounts significantly overdue, after reasonable notice.

8. Intellectual Property

Value Space Company Limited and its licensors own all right, title, and interest in and to the Service, including its source and object code, database schema, user interface, design, documentation, and the SmartLARMS name, logo and marks, together with all copyright, trade mark, trade secret, database rights, and any patent or other rights that may subsist in or be granted for any part of it. Except for the limited, non-exclusive, non-transferable right to access and use the Service under these Terms, nothing here grants you any licence to our intellectual property, whether by implication, estoppel or otherwise, and all rights not expressly granted are reserved.

The software underlying the Service is the subject of registered copyright, including:

• Uganda — Uganda Registration Services Bureau, registration number UG/C/2026/185 (registered 14 May 2026 as a computer programme).
• Kenya — Kenya Copyright Board, registration number RZ95586 (registered in the literary works category).

These registrations are recorded for the avoidance of doubt. Copyright in the Service subsists independently of registration, and this list is not exhaustive of the rights ValueSpace holds or may acquire.

Feedback. If you send us suggestions, feature requests, or other feedback about the Service, you grant ValueSpace a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate it into the Service without obligation to you. This does not give us any right to your Customer Data, which is governed by clause 4.

Aggregated or de-identified data that cannot reasonably be used to identify you, your organisation, or any individual in your Customer Data may be used by us to operate, improve, and support the Service.

9. Confidentiality

Each party may have access to the other’s non-public information. Each party agrees to use the other’s confidential information only to perform its obligations under these Terms and to protect it with the same degree of care it uses for its own confidential information, and no less than reasonable care.

10. Service Availability and Support

We aim to keep the Service available and reliable and will use commercially reasonable efforts to do so, including for offline use in the field via the mobile app, which syncs when connectivity is restored. The Service is provided on an “as available” basis; we do not guarantee uninterrupted or error-free operation. Planned maintenance will be communicated where practical.

11. Third-Party Services

The Service relies on third-party infrastructure to operate, including email delivery, media storage, and real-time messaging providers. Where you use AI-assisted features (for example, narrative drafting), the text you submit for that feature is sent to our AI provider to generate a response. We select providers that are contractually bound to protect data processed on our behalf. See our Privacy Policy for the categories of data shared and how to reach us with questions.

12. Warranty Disclaimer

Except as expressly stated in these Terms, the Service is provided “as is” without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will meet every requirement of any particular lender, standard, or regulation — you remain responsible for confirming that your use of the Service satisfies your project’s compliance obligations.

13. Limitation of Liability

To the maximum extent permitted by law, ValueSpace will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising from your use of the Service.

To the maximum extent permitted by law, ValueSpace’s total liability arising out of or relating to these Terms or the Service will not exceed the amount you paid to ValueSpace for the Service in the twelve (12) months preceding the event giving rise to the claim.

14. Indemnification

You agree to indemnify and hold ValueSpace harmless from any claims, damages, or expenses (including reasonable legal fees) arising from your breach of these Terms, your violation of applicable law, or your Customer Data, except to the extent caused by ValueSpace’s own breach of these Terms.

15. Termination

You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within a reasonable period after notice, or immediately where necessary to protect the Service, other users, or comply with law.

On termination, your right to access the Service ends, subject to the data export and retention terms in our Privacy Policy.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Uganda, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives, initiated by written notice describing the dispute. If the dispute is not resolved within thirty (30) days of that notice, either party may refer it to the courts of Uganda, which have exclusive jurisdiction. Nothing in this clause prevents either party from seeking urgent injunctive or interim relief in any court of competent jurisdiction, including to protect its intellectual property or confidential information.

17. Force Majeure

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay) caused by events beyond its reasonable control, including acts of God, flood, fire, epidemic, war, civil unrest, government action, strikes, failure of telecommunications or internet infrastructure, or sustained power outage. The affected party will notify the other as soon as practicable and use reasonable efforts to resume performance. If such an event continues for more than sixty (60) consecutive days, either party may terminate the affected order on written notice.

18. Anti-Bribery, Sanctions and Trade Controls

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Anti-Corruption Act of Uganda and, where applicable to either party, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Neither party will offer, promise or give any improper payment or advantage in connection with these Terms.

You represent that you are not subject to any sanctions administered by the United Nations, the European Union, the United Kingdom, or the United States, and that you will not use the Service in breach of applicable sanctions or export-control laws. Because the Service is frequently used on projects financed by development finance institutions, you will also comply with any anti-fraud, anti-corruption and audit requirements imposed by your project’s funders that apply to your use of the Service. Breach of this clause is a material breach entitling us to suspend or terminate immediately under clause 15.

19. Assignment

You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to an affiliate, or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets, on notice to you. Any attempted assignment in breach of this clause is void. These Terms bind and benefit the parties and their permitted successors and assigns.

20. Notices

Notices to ValueSpace must be sent to olules@smartlarms.com, marked for the attention of the company secretary. Email is sufficient for all notices under these Terms, including notices of dispute, termination and breach; a party may additionally serve a notice at the other’s registered office, and we will supply ours on request.

Notices to you may be sent to the email address on your account or posted within the Service. A notice sent by email is deemed received on the next business day after sending, provided the sender does not receive a delivery failure. You are responsible for keeping your account email address current, and a notice is not invalid because you did not read it.

21. Entire Agreement, Severability and Waiver

These Terms, together with the Privacy Policy and any order form or written agreement referenced in clause 1, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions, proposals and representations. Neither party relies on any statement not expressly set out in these Terms, save that nothing limits liability for fraud or fraudulent misrepresentation.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions continue in full force. A failure or delay in exercising any right is not a waiver of it, and no waiver is effective unless made in writing. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties, and there are no third-party beneficiaries.

22. Survival

Clauses 4 (Your Data), 5 (Data Protection), 8 (Intellectual Property), 9 (Confidentiality), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 16 (Governing Law and Dispute Resolution), 18 (Anti-Bribery, Sanctions and Trade Controls), and this clause survive termination or expiry of these Terms, together with any other provision that by its nature is intended to survive.

23. Changes to These Terms

We may update these Terms from time to time. We will post the revised Terms on this page and update the “Last updated” date; for material changes we will provide reasonable advance notice, such as by email. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

24. Contact Us

Questions about these Terms can be sent to olules@smartlarms.com.

Value Space Company Limited
Registered in Uganda, company number 80034962685644
Incorporated 13 February 2023