Canopy Service Terms

Version 1.1 (Updated Sept 2025)

These Service Terms (“Terms”) govern the provision of Ona Insights’ Canopy services (“Services”) to the client identified in the relevant Canopy Service Schedule (“Client”). Together with the Canopy Service Description and the Canopy Service Schedule, these Terms form the Agreement between Ona Insights (“Ona Insights”) and Client.

1. Term and Renewal

The Agreement commences on the Effective Date stated in the Service Schedule and continues for the Initial Term specified therein. Unless otherwise specified, subscriptions automatically renew for successive one-year periods unless either party gives at least thirty (30) days’ written notice of non-renewal prior to the end of the current term.

2. Fees and Payment

Fees are specified in the Service Schedule. Fees are invoiced in accordance with the billing cycle indicated in the Service Schedule and are due within thirty (30) days of invoice, unless otherwise stated. Late payments may incur interest at a rate of one percent (1%) per month or the maximum rate permitted by law, whichever is lower. Fees are exclusive of taxes. Client is responsible for any applicable sales, VAT, or similar taxes, excluding Ona Insights’ income taxes.

3. Service Description and Schedule

The Services provided are described in the Canopy Service Description. The specific components, hosting modes, and limits subscribed to by Client are set out in the Canopy Service Schedule. In the event of a conflict, the following order of precedence applies: (i) Service Schedule; (ii) Service Description; (iii) these Terms.

4. Client Responsibilities

Client shall: (i) use the Services lawfully and in compliance with applicable data protection laws; (ii) ensure the accuracy and legality of any data it provides or processes through the Services; (iii) maintain the confidentiality of administrator credentials and accounts; and (iv) promptly notify Ona Insights of any unauthorized use or security incident.

5. Intellectual Property & Data Ownership

Ona Insights retains all ownership and intellectual property rights in and to the Services, software, and related documentation, except for third-party components licensed separately. The Client retains all rights, title, and interest in and to its data. Ona Insights may process such data solely to provide the Services. Upon termination or expiry of the Agreement, Ona Insights will, upon the Client’s request, provide a copy of the Client’s data in a commonly used format (such as a database dump) and permanently delete remaining copies from its systems, except where retention is required by law. Ona Insights will never access, use, or disclose Client data for purposes other than providing the Services, unless the Client provides explicit written consent.

6. Confidentiality

Each party agrees to protect the other party’s confidential information with reasonable care and use it solely for the purposes of this Agreement. This obligation does not apply to information that is publicly available, received from a third party without restriction, or independently developed without use of confidential information.

7. Warranties and Disclaimers

Ona Insights warrants that it will provide the Services in a professional manner consistent with industry standards. Ona Insights further warrants that all data stored in Ona Insights-hosted databases will be encrypted at rest, including backups and snapshots, and that communications between components will be protected using SSL/TLS or equivalent protocols. Except as expressly stated, the Services are provided “as is.” Ona Insights disclaims all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Liability

Ona Insights’ aggregate liability under this Agreement shall not exceed the total fees paid by Client for the Services in the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenues, data, or goodwill, even if advised of the possibility of such damages.

9. Suspension and Termination

Ona Insights may suspend the Services immediately if: (i) Client fails to pay fees when due; or (ii) Client’s use of the Services causes a material security or operational risk. Either party may terminate the Agreement with written notice if the other party materially breaches and fails to cure within thirty (30) days of notice. Upon termination, all outstanding fees remain payable. Ona Insights will provide Client a reasonable opportunity to export its data.

10. Governing Law and Dispute Resolution

Informal resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief. All negotiations will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

Governing Law. This Agreement is governed by the laws of Kenya, unless otherwise agreed in writing. Any disputes will be resolved in the courts of Nairobi, subject to each party’s right to seek injunctive relief in any jurisdiction.

11. Miscellaneous

Neither party may assign this Agreement without the other’s prior written consent, except Ona Insights may assign in connection with a merger or sale of substantially all of its assets. Notices under this Agreement must be in writing and sent to the addresses specified in the Service Schedule. If any provision is found invalid, the remaining provisions remain in effect.

12. Data Protection & Use

• Compliance with Law: Each party shall comply with all applicable data protection and privacy laws, including GDPR where relevant.
• Data Ownership: The Client retains all rights, title, and interest in and to its data. Ona Insights may process such data solely to provide the Services. Upon termination or expiry, Ona Insights will, upon the Client’s request, provide a copy of the Client’s data in a commonly used format and delete remaining copies, except where retention is required by law.
• No Commercial Use (Data Mining): Ona Insights will not use any Client data for its own benefit or for the benefit of any third party, and will not engage in data mining or similar activities on Client data or communications.
• Encryption & Security: All Client data stored in Ona Insights-hosted databases will be encrypted at rest, including backups and snapshots. Communications between system components will be protected using SSL/TLS or equivalent protocols.
• Hosting Provider Certification: Ona Insights will host Client data only with reputable cloud service providers (such as AWS) that maintain recognized security certifications, including ISO 27001, 27017, and 27018 or equivalent standards.
• Subcontractor Obligations: If Ona Insights engages subcontractors (e.g., analysts providing professional services with access to Client data), Ona Insights will ensure such subcontractors are subject to equivalent data protection and confidentiality obligations. Ona Insights remains responsible for their compliance. This obligation does not extend to third-party SaaS vendors engaged to provide components of the Service, whose own terms and practices apply.
• Sub-processors (SaaS Vendors): For Procured SaaS components (such as Airbyte Cloud, dbt Cloud), the vendor’s own security, compliance, and encryption practices apply in addition to Ona Insights’ commitments. Ona Insights will act as liaison on support matters but is not responsible for vendor-level outages or defects.
• Breach Notification: In the event of a confirmed data breach involving Client data, Ona Insights will notify the Client without undue delay and provide information reasonably required for the Client to meet its legal or regulatory obligations.