Terms of Use
Welcome to Fides (“Fides,” “Service,” or “Platform”), a product owned and operated by Merus (“Merus,” “Company,” “we,” “us,” or “our”), available at merushq.com. These Terms of Use (“Terms”) govern your access to and use of the Fides automated bookkeeping, ledger management, messaging-based financial management tools, mobile/web applications, APIs, and related software applications.
By registering for an account, messaging Fides on WhatsApp or any other messaging channel, connecting a staff member, or accessing or using any part of the Service, you (“User,” “Business Owner,” “you,” or “your”) agree to be bound by these Terms. If you do not agree with these Terms, do not use the Service.
Key Summary & Responsibility Notice:
1. You are responsible for confirming all entries: Fides uses Artificial Intelligence (AI) to parse raw messages into accounting entries. AI proposes, but you confirm. You must verify all transaction details before approving them.
2. Not Financial or Tax Advice: Fides is a record-keeping software tool. Fides is NOT a Certified Public Accountant (CPA), tax advisor, or legal counselor. You are solely responsible for tax compliance, reporting, and statutory obligations.
3. Liability Limitation: To the maximum extent permitted by law, Fides' total aggregate liability is strictly capped, and Fides is not liable for indirect, incidental, tax, or business losses.
1. Description of Service & Operational Model
1.1 The Product Model
Fides provides automated bookkeeping, cash-flow tracking, customer/supplier debt tracking, and inventory management for micro-, small-, and medium-sized businesses. The Service operates primarily by processing natural language messages, voice recordings, images, receipts, and structured inputs submitted via third-party messaging platforms (such as WhatsApp), mobile applications, web interfaces, or direct integrations.
1.2 “AI Proposes, You Confirm”
- AI Assistance: Fides incorporates automated natural language processing and Artificial Intelligence (AI) to interpret user inputs (e.g., text, audio, images).
- Proposal & Confirmation: AI outputs are generated as draft proposals (e.g., “IBYAGURISHIJWE: amata x3 — 2,000 RWF. Ni byo?”). No transaction is permanently committed to your ledger until you explicitly confirm, verify, or authorize the proposal (e.g., tapping “Yego” / “Yes”, approving button prompts, or submitting via command interface).
- User Audit Responsibility: You acknowledge that natural language models may misinterpret shorthand, regional slang, audio noise, handwriting, or ambiguous numerical values. You bear full responsibility for auditing every proposal prior to confirmation. Fides is not liable for bookkeeping errors resulting from unverified user confirmations.
2. Account Registration, Staff & Cashier Roles
2.1 Owner Accounts
To use Fides, you must register using a valid, active phone number capable of receiving WhatsApp messages or SMS verification codes. You represent that you are at least 18 years of age (or the legal age of majority in your jurisdiction) and have full legal capacity to enter into binding contracts for your business.
2.2 Staff & Cashier Delegations
- Connecting Staff: As a Business Owner, you may authorize cashiers, managers, or employees (“Cashiers”) to submit transactions, log sales, or record expenses on behalf of your shop.
- Owner Responsibility for Staff Actions: All activities, transactions, entries, or actions initiated by connected Cashiers or staff members are deemed authorized by you. You are solely responsible for managing staff access permissions, removing disconnected staff promptly, and auditing staff entries.
- Account Credentials & Security: You are responsible for maintaining the security of your WhatsApp account, mobile devices, and access tokens. You must notify Fides immediately upon discovering any unauthorized access to your account.
3. User Content & Data Ownership
3.1 Ownership of Business Ledger Data
You retain all ownership rights, title, and interest in and to your business financial records, customer nicknames, inventory data, transaction history, and custom price definitions (“User Data”). Fides does not claim ownership over any User Data you submit.
3.2 License to Process User Data
By submitting User Data to Fides, you grant Fides a non-exclusive, worldwide, royalty-free, limited license to host, store, parse, encrypt, decrypt, format, and display your User Data solely for the purpose of operating, delivering, maintaining, and improving the Service for your business.
3.3 Anonymized & Aggregated Data
Fides may compile, analyze, and use anonymized, aggregated, or non-personally identifiable statistical data derived from platform operations (e.g., platform transaction throughput, sector usage trends) to improve performance, benchmarking, and systemic stability. Such aggregated data never contains personal identifiers or readable shop names.
4. Acceptable Use & Prohibited Conduct
You agree to use Fides strictly for lawful business record-keeping purposes. You shall NOT:
- Use the Service for illegal, fraudulent, money laundering, or unauthorized business activities.
- Submit false, misleading, or fraudulent sales, expenses, or debt records to deceive tax authorities, lenders, partners, or third parties.
- Attempt to reverse-engineer, decompile, extract source code, or tamper with Fides software, AI pipelines, databases, or API infrastructure.
- Interfere with, overload, or breach the security, authentication, or integrity of Fides servers or network infrastructure.
- Use automated bots, web scrapers, or unauthorized third-party scripts to access the Service without written consent.
- Harass, abuse, or send spam or malicious payloads to Fides support channels or automated messaging handlers.
5. Service Fees & Payments
5.1 Free Features & Tiered Pricing
Fides may offer free access tiers, promotional credits, or paid subscription plans. Features, usage limits, and subscription pricing are detailed on our website or within WhatsApp platform notifications.
5.2 Billing & Payment Processing
If you subscribe to a paid tier or premium feature, you agree to pay all applicable fees in accordance with the stated billing terms. Fees are non-refundable unless required by applicable law or explicitly stated in writing. Payment processing may be facilitated by authorized third-party payment providers (e.g., Mobile Money, card processors). Fides is not responsible for payment processor errors, failed transfers, or bank service charges.
5.3 Fee Adjustments
Fides reserves the right to modify subscription pricing or usage limits. We will provide at least 30 days' advance notice of any price changes via WhatsApp message or email notification before changes take effect.
6. Third-Party Services & Platform Dependencies
6.1 WhatsApp & Meta Platform Dependency
Fides relies on third-party communication networks and APIs, including Meta Platforms, Inc. (WhatsApp Business API) and local telecommunications providers. Fides is independent of Meta. Fides is not responsible for service outages, network delays, message delivery failures, account suspensions, or policy changes imposed by Meta, WhatsApp, or telecom providers.
6.2 Third-Party Infrastructure & AI Providers
Fides utilizes cloud infrastructure and Artificial Intelligence API providers (e.g., Google Cloud Platform, Google Gemini) hosted in secure data centers (EU region). Use of these services is governed by strict enterprise privacy contracts as detailed in our Privacy Policy.
7. Tax, Accounting & Legal Compliance Disclaimer
7.1 Not Certified Accounting or Tax Advice
Fides is an automated software utility designed to assist with operational sales logging and internal record-keeping. Fides is NOT a bank, financial institution, Certified Public Accountant (CPA), auditor, or legal/tax advisor.
7.2 Tax Obligations
You are solely responsible for ensuring that your business complies with all statutory accounting standards, local tax filings, Value-Added Tax (VAT) declarations, income tax calculations, employee payroll withholdings, and commercial regulations in your jurisdiction (e.g., Rwanda Revenue Authority / RRA requirements or relevant tax bodies). Fides does not file taxes on your behalf.
8. Intellectual Property Rights
All rights, title, and interest in and to Fides—including the software, branding, logos, user interfaces, documentation, workflows, AI prompts, algorithms, and design elements—are and shall remain the exclusive property of Merus and its licensors. Except for the limited right to access and use the Service in accordance with these Terms, no intellectual property rights are granted to you.
9. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIDES DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, FIDES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, COMPLETE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT NATURAL LANGUAGE PARSING OR AI PROPOSALS WILL BE 100% ACCURATE IN ALL INSTANCES.
10. Indemnification (Your Responsibility for Legal Claims)
In plain English: If Fides gets sued, fined, or incurs legal costs because of your business operations, tax issues, staff actions, or disputes with your customers, you agree to cover those costs for Fides.
You agree to defend, indemnify, and hold harmless Fides (including its founders, team members, contractors, and partners) from and against any third-party legal claims, liabilities, damages, losses, fines, or legal fees arising from:
- Your Business & Service Use: How you or your authorized staff (such as cashiers) use Fides.
- Customer & Supplier Disputes: Any disagreement between you and your customers, suppliers, staff, or business partners.
- Taxes & Regulatory Obligations: Any failure by your business to properly calculate, report, or pay taxes (such as VAT or income taxes).
- Violating Terms or Laws: Any breach by you of these Terms or applicable laws and regulations.
- Your Data & Records: Any transaction data, messages, or content submitted through your account.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FIDES, ITS FOUNDERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR TAX PENALTIES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE.
AGGREGATE LIABILITY CAP: FIDES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICE SHALL BE STRICTLY LIMITED TO THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO FIDES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD) (OR LOCAL CURRENCY EQUIVALENT).
12. Data Privacy & Key Destruction
Your privacy and data security are governed by our Privacy Policy. As described in our Privacy Policy, Fides employs cryptographic pseudonymous identification, message retention limits, and per-shop envelope encryption.
Account Termination & Destruction: Upon receipt of a valid account deletion request or platform termination, Fides destroys your shop's encryption keys. You acknowledge that key destruction renders your stored historical ledger data permanently unreadable, irrecoverable, and destroyed across all active environments and backups. Fides is not liable for data loss resulting from user-initiated account deletion.
13. Termination & Suspension
You may stop using Fides at any time by requesting account deletion in chat or contacting support. Fides reserves the right to suspend or terminate your access to the Service at any time, with or without cause, including for violations of these Terms, suspected fraud, or non-payment.
14. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with applicable laws, without giving effect to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be sought to be settled through amicable good-faith negotiations between the parties.
15. Contact Us
If you have any questions, legal notices, or inquiries regarding these Terms of Use:
- Company: Merus (merushq.com)
- WhatsApp: Message Fides directly in chat
- Email: legal@merushq.com
- Location: Kigali, Rwanda