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Commercial Terms & Licensing

Terms of Service

Last Updated: October 24, 2026 · Accra, Ghana

1. Agreement to Terms & Eligibility

These Terms of Service ("Terms") constitute a legally binding agreement between you—either individually or on behalf of an enterprise entity you represent ("Customer", "Merchant", "you", or "your")—and Codelabgh ("Invently", "we", "us", or "our"), a company incorporated under the laws of the Republic of Ghana with offices in Accra.

By purchasing an Invently software license, installing our desktop application, downloading companion apps, or subscribing to our cloud multi-branch synchronization service, you confirm that you are at least 18 years old, possess full legal authority to bind your business entity, and agree to these Terms in their entirety.

2. Description of Software & Editions

Invently provides point of sale (POS) and inventory control software engineered for African commercial operating environments characterized by intermittent electrical power and unreliable internet connectivity. We offer two distinct operational deployment models:

  • Offline Perpetual Editions (Basic & Pro): Standalone desktop software running locally on your computer with an encrypted SQLite database. Requires zero constant internet connection to ring up sales, update inventory, calculate profits, and print receipts. Includes automated local and Google Drive backup options.
  • Cloud Edition Subscriptions (Starter, Growth, Business, Tailored Enterprise): For multi-branch stores or regional warehouses requiring consolidated real-time reporting, remote owner monitoring, and centralized product catalog distribution via encrypted cloud database synchronization.

3. Offline Perpetual License Terms

Purchasing an Invently Offline Basic (GH₵ 1,999) or Invently Offline Pro (GH₵ 2,999) license grants your business a perpetual, non-exclusive, non-transferable license to execute the software on a single computer workstation:

  • No Mandatory Monthly Fees: There are no mandatory recurring monthly or annual software subscription fees to keep using the licensed version. Once activated, your workstation continues to ring up sales indefinitely without internet access.
  • 12 Months Included Updates & Support: Each license includes 12 consecutive months of software feature updates, tax compliance patches, and direct phone/WhatsApp technical support from our Accra starting from the license issuance date.
  • Post-12-Month Operation: After 12 months, your software continues to function indefinitely without renewal. You are not forced to pay any recurring fees to access your data or run your shop. Optional ongoing maintenance plans are offered separately.
  • Hardware Replacement: If your licensed workstation suffers hardware failure, our support team can deactivate the old hardware hash and re-issue an activation token to your replacement machine up to two (2) times during an active support window upon proof of device replacement.

4. Cloud Edition Subscription Terms

For merchants subscribing to the Cloud Edition (Starter, Growth, Business, or Tailored Enterprise):

  • Annual Billing Cycle: Subscriptions are billed annually in advance in Ghanaian Cedis (Starter GH₵ 1,080/yr, Growth GH₵ 1,666/yr, Business GH₵ 2,499/yr).
  • First-Year Promotion: Our introductory pricing grants the first 12 months of service for 10 months of list price. Renewals are billed at the prevailing standard annual subscription rate.
  • Branch & Terminal Allotments: Each tier includes an allocated number of branch locations and simultaneous cashier counters. Exceeding your plan requires upgrading to the next tier.
  • Grace Period on Renewal: If renewal payment is not settled within 14 calendar days of invoice due date, cloud synchronization pauses. Your local POS terminals will continue ringing up offline sales without interruption, but cloud branch synchronization will remain paused until settled.

5. Pricing, Currency & Payment Terms

All software fees are denominated and billed in Ghanaian Cedis (GH₵):

  • Payment Channels: Payments may be made via Mobile Money (MTN MoMo, Telecel Cash, AT Money), direct Ghanaian bank wire transfer, or certified corporate cheque.
  • Demonstration & Finality: Prospective merchants are encouraged to evaluate an interactive demo before purchasing. Because offline license keys unlock full perpetual binary access and cannot be revoked from offline computers, license fees are non-refundable once an activation key has been dispatched.

6. Hardware & Peripheral Compatibility

The customer is responsible for ensuring compatible hardware:

  • Operating System: Windows 10/11 (64-bit), macOS (v12+), or compatible Linux.
  • Thermal Receipt Printers: Standard 58mm or 80mm ESC/POS compatible thermal receipt printers connected via USB, Bluetooth, or Ethernet LAN (e.g., Xprinter, Epson, Rongta, Sunmi).
  • Barcode Scanners: Standard 1D/2D USB or Bluetooth keyboard-emulation (HID) barcode scanners.
  • Cash Drawers: Standard RJ11/RJ12 drawer kick-out connected directly to receipt printers.

Invently is not liable for hardware breakdowns or OS corruption caused by malware. We strongly advise deploying an Uninterruptible Power Supply (UPS) or laptop battery backup on sales counters to guard against grid power surges.

7. Merchant Data Ownership & Backup Responsibilities

You retain 100% exclusive ownership of all business data entered into Invently:

  • Zero Vendor Lock-In: You may export your inventory, customer databases, and sales reports at any time into standard CSV directly through the interface without export fees.
  • Backup Responsibilities: For Offline Editions, your database file lives locally on your hard drive. You are responsible for regular backups (using our integrated automated Google Drive backup tool or copying to an external USB flash drive). Invently cannot restore local files lost due to physical computer theft, liquid damage, or unbacked-up drive failure.

8. Prohibited Conduct & Software Integrity

You agree not to:

  • Decompile, reverse engineer, disassemble, or attempt to derive the source code or cryptographic routines of Invently software;
  • Distribute, sub-license, rent, lease, or resell single-workstation license activation tokens to unauthorized third parties;
  • Bypass, alter, or tamper with the cryptographic hardware licensing daemon or cloud authentication tokens;
  • Use the software to conduct fraudulent commercial activities or conceal taxable transactions in violation of Ghanaian fiscal laws.

9. Intellectual Property Rights

Codelabgh retains all rights, title, and interest in and to the software, including all source code, proprietary algorithms, database schemas, user interfaces, branding assets, logos, and technical documentation. Purchasing a license grants a limited right to execute the software in accordance with the purchased edition, not an ownership transfer of the underlying code.

10. Service Availability, Offline Continuity & Warranties

Offline Continuity: Invently guarantees that your installed desktop workstation will continue executing point of sale checkout transactions, calculating customer totals, and printing physical receipts regardless of internet telecommunication outages, fiber cuts, or cloud hosting downtime.

Cloud Multi-Branch Uptime: For Cloud Edition synchronization services, we target a 99.9% uptime for synchronization APIs. Scheduled maintenance windows will be announced in advance.

EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability & Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE REPUBLIC OF GHANA:

  • IN NO EVENT SHALL CODELABGH, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF ANTICIPATED PROFITS, COMMERCIAL REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR PHYSICAL HARDWARE FAILURE.
  • OUR AGGREGATE CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SOFTWARE, OR ANY TECHNICAL SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO INVENTLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Governing Law, Dispute Resolution & Contact

These Terms of Service are governed by, construed, and enforced exclusively in accordance with the substantive Laws of the Republic of Ghana. In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt in good faith to resolve the matter through amicable negotiation. If not resolved within thirty (30) days, the dispute shall be submitted to the competent commercial courts sitting in Accra, Ghana.