Drove

Contract template

Customer Software Agreement — Draft

A plain-language starting point for a Drove subscription. It becomes binding only when completed, reviewed and signed with an order form.

Last updated 8 September 2026

Draft for legal review. This interim template identifies the supplier as Drove, supplied by ZimERP in Harare, Zimbabwe. The signed order form must record the customer’s details, selected services and any replacement registered-company or street-address particulars.

Parties and contact

1. Contract documents

This agreement, the signed order form, data-processing agreement, support schedule and any accepted statement of work form the contract. The order form controls if commercial details conflict.

2. Service and licence

During the paid term, the Supplier grants the Customer a limited, non-exclusive, non-transferable right for authorised personnel to use the selected Drove modules at the listed sites. The Customer may not resell, sublicense, reverse engineer or use Drove to build a competing product except where law expressly prevents that restriction.

3. Implementation

The parties will agree sites, deployment type, modules, transfer of existing data, integrations, hardware, training, acceptance checks and target dates in the order form or statement of work. Dates depend on timely customer access, decisions, data and infrastructure.

4. Hosted and on-site operation

Web Hosted is accessed through the internet. On-site Mirrored includes a local site service that can continue supported local workflows during an internet outage and synchronise later. Offline operation does not remove the need for working local power, networking, server and devices.

5. Customer responsibilities

6. Fees, tax and suspension

The Customer will pay subscription, setup, hardware, travel and development charges stated in the order form. Unless stated otherwise, public Drove prices include Zimbabwe VAT. Overdue undisputed amounts may lead to suspension after reasonable written notice, while allowing appropriate data access and legal record retention.

7. Hardware and third parties

Customer-owned hardware remains the Customer’s property. Supplier-sourced equipment is quoted separately and compatibility is confirmed before purchase. Third-party products and services, including connectivity, Android, ZIMRA, Sage Pastel, Belina and printing hardware, remain subject to their providers’ availability and terms.

8. FDMS and statutory obligations

Drove may provide configured FDMS functionality and support, but the Customer remains responsible for taxpayer registration, fiscal-device approval, correct tax setup and legal use. If another FDMS provider is chosen, its charges and obligations sit with the Customer and new integration work requires an agreed quote.

9. Data protection, security and confidentiality

Each party will protect confidential information and comply with applicable data-protection law. The data-processing agreement applies where the Supplier processes personal information for the Customer. Drove will maintain reasonable technical and organisational safeguards and notify the Customer of a confirmed personal-data breach without undue delay.

10. Intellectual property and custom work

The Supplier retains Drove, its platform, reusable components, methods and improvements. The Customer retains its data, trademarks and materials. A statement of work must say whether bespoke deliverables are licensed, assigned or incorporated into the Drove platform; silence does not transfer the Supplier’s background intellectual property.

11. Warranties

The Supplier warrants that it will provide services with reasonable skill and care and that Drove will materially follow its agreed documentation. The Supplier will use reasonable efforts to correct reproducible material faults. No software is guaranteed to be uninterrupted or error-free, and regulatory or third-party approval is not guaranteed.

12. Liability and insurance

Neither party excludes liability that cannot lawfully be excluded. Subject to that, neither party is liable for indirect or consequential loss. The Supplier’s total aggregate liability arising in any rolling 12-month period is capped at the subscription and support fees paid or payable for the affected service during that period. The cap does not apply where applicable law prevents a limitation. Drove’s fees do not include insurance for the Customer’s livestock, stock, equipment, data, interruption or operations; the Customer must maintain cover appropriate to its business. Any different cap, special cap or Supplier insurance commitment must be written in the order form.

13. Term and termination

The initial term and renewal appear in the order form. Either party may terminate for a material breach not remedied within 30 days of written notice, or for insolvency where law permits. On termination, outstanding fees become due, access ends, and the parties follow the agreed data-export, return, retention and deletion process.

14. General

Neither party is liable for delay caused by events beyond reasonable control. Neither may assign the agreement without consent, except as part of a genuine business transfer with obligations preserved. Notices must use the addresses in the order form. Zimbabwean law governs the contract, and the parties will first attempt good-faith resolution before proceedings in a court with jurisdiction.

15. Order form and signatures

The order form must list the Customer’s legal name, registration and tax details, physical and notice addresses, sites, deployment option, modules, users, implementation work, hardware, integrations, recurring fees, once-off fees, taxes, term, renewal, payment terms, data location and any agreed departures from this template.