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Terms of Service

Effective Date: January 1, 2026
Company: Los Bebes Inc. (Operating as Fiap Systems)
Jurisdiction: Bamenda, Northwest Region, Republic of Cameroon

Welcome to Fiap Systems, a product of Los Bebes Inc. ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your use of the Fiap Systems software platform, website, mobile application, and all related services (collectively, the "Services"). By accessing or using the Services, you ("Client," "Tenant," or "User") agree to be irrevocably bound by these Terms.

If you do not agree to these Terms in their entirety, you must immediately cease using the Services and contact sales@fiapsystems.com to arrange account closure.

1. Definitions

  • "Services", the Fiap Systems software platform, web application, mobile application, APIs, and any related documentation or support materials provided by Los Bebes Inc.
  • "Client / Tenant / User", the legal entity or individual who has entered into an agreement with Los Bebes Inc. to access the Services.
  • "Subscription", the recurring monthly or annual fee paid by the Client to maintain access to the Services.
  • "Perpetual License", a one-time purchase granting the Client a permanent, non-transferable right to use a specific version of the software on designated hardware.
  • "Professional Services", onboarding, data migration, staff training, custom module development, and dedicated support, all billed separately from the Subscription.
  • "Client Data", all data, records, files, and information uploaded, entered, or generated by the Client through use of the Services.
  • "Confidential Information", any non-public technical, business, or commercial information disclosed by either party in connection with these Terms.

2. Jurisdiction and Governing Law

2.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cameroon.

2.2 Exclusive Venue

Any and all disputes, claims, or controversies arising out of or relating to this Agreement shall be exclusively resolved in the competent courts of Bamenda, Northwest Region of Cameroon. The Client's continued use of the Services constitutes binding and irrevocable acceptance of this jurisdiction, regardless of the Client's country of domicile or incorporation.

2.3 Dispute Resolution Process

Before initiating any legal proceedings, the parties agree to attempt resolution through good-faith negotiation (15 days), followed by formal mediation through a mutually agreed mediator (30 days), before escalating to court proceedings.

3. Subscription, Payment & Billing Terms

3.1 Subscription Fees

Access to the Services is billed on a monthly or annual basis as selected at sign-up. Annual subscriptions are invoiced in full at the start of the billing period. All fees are stated in your local currency or the currency specified on the invoice.

3.2 Payment Methods

Los Bebes Inc. accepts payment via bank transfer, MTN Mobile Money, Orange Money, and other methods as listed on the invoice. The Client is responsible for all applicable banking or transfer fees.

3.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing cycle unless the Client provides written notice of cancellation at least fifteen (15) days before the renewal date.

3.4 Price Changes

Los Bebes Inc. reserves the right to adjust subscription pricing upon thirty (30) days' written notice. Continued use of the Services after the notice period constitutes acceptance of the new pricing.

3.5 Grace Period & Suspension

If a subscription invoice remains unpaid beyond seven (7) calendar days from the due date, the Client's account will be automatically suspended without further notice.

3.6 No Refunds

All fees paid are non-refundable. Annual license fees are non-refundable once the license has been activated. One-time Professional Services fees are non-refundable once services have been rendered.

4. Software Access License

4.1 License Grant

Subject to the Client's compliance with these Terms and timely payment of applicable fees, Los Bebes Inc. grants the Client a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for the Client's own internal business operations.

4.2 License Restrictions

The Client shall not, and shall not permit any third party to: reverse-engineer, decompile, disassemble, or attempt to derive the source code; copy, modify, adapt, translate, or create derivative works; sell, resell, sublicense, rent, lease, or otherwise transfer access; remove or alter any proprietary notices or labels; use the Services to build a competing product; or access the Services through automated means (bots, scrapers) in a manner that damages the platform infrastructure.

4.3 Updates & Upgrades

For Subscription clients, Los Bebes Inc. provides software updates, bug fixes, and new features as part of the Subscription at no additional cost. For Perpetual License holders, major version upgrades beyond the initial purchase period are billed separately.

5. Professional Services (Separate Billing)

The base Software access fee does not include any of the following, which are explicitly subject to independent paid billing:

  • Onboarding & Data Migration: Configuration of branches, system setup, and import of historical data from legacy systems.
  • Staff Training: On-site or remote training for the Client's staff. Los Bebes Inc. has no obligation to provide training at no charge.
  • Dedicated Support: Expedited bug fixes, live technical assistance, phone support, and SLA-backed response times. Clients without a dedicated support contract receive basic email support on a best-effort basis.
  • Custom Module Development: Development of features, integrations, or workflows not included in the standard platform.
  • On-Site Visits: Travel, accommodation, and per diem costs for any on-site deployment, training, or consulting engagement are billed in full to the Client.

6. Deployment Models and Liability Caps

6.1 Cloud Version (Shared Infrastructure)

We host the software on our managed cloud servers and target 99.9% monthly uptime. Liability Cap: Capped at total subscription fees paid in the twelve (12) months preceding the claim. We are not liable for breaches caused by compromised Client passwords or internal negligence.

6.2 Dedicated Cloud Server (Private Cloud)

The Client pays for an isolated, dedicated server instance. Liability Cap: Capped at the 12-month hosting and subscription fee. Fiap Systems is not liable for downtime, data loss, or breaches caused by the underlying infrastructure provider (e.g., AWS, DigitalOcean), DDoS attacks, or errors made by the Client's own administrators.

6.3 Desktop Sync (Hybrid Model)

Software is installed locally and syncs to the cloud when internet is available. Liability Cap: Capped at the 12-month subscription fee. Fiap Systems is completely absolved of liability for data loss, sync conflicts, or business interruption caused by local internet failures, power outages, or hardware damage.

6.4 Offline Standalone (Self-Hosted)

A perpetual license to run the software purely on the Client's local hardware. Liability Cap: Strictly Zero (0 XAF). The software is provided "As-Is." Los Bebes Inc. bears zero liability for data loss, cyberattacks, ransomware, hardware failure, or any other incident. Micro Licenses are locked to a single authorized machine via hardware ID.

7. "As-Is" Warranty Disclaimer & Service Credits

7.1 No Implied Warranties

The Services are provided "As-Is" and "As-Available." To the maximum extent permitted by applicable law, Los Bebes Inc. expressly disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and error-free operation.

7.2 Sole Remedy for Downtime

In the event the Cloud Version experiences downtime exceeding our internal thresholds, the Client's sole and exclusive remedy is a service credit applied to the next billing cycle. No cash refunds will be issued, and Los Bebes Inc. will not be liable for lost sales, lost profits, or indirect business damages attributable to downtime.

8. Module-Specific Liability Waivers

8.1 Financial & Payment Gateways (Mobile Money, etc.)

Fiap Systems provides software integrations that connect to the Client's merchant Mobile Money or banking accounts. Fiap Systems is not a bank, payment processor, or financial institution and holds zero liability for failed, delayed, misrouted, or disputed transactions. The Client is solely responsible for reconciling funds with their financial provider (e.g., MTN, Orange).

8.2 Healthcare Data (Meditech Module)

The Client is the sole "Data Controller" of all Protected Health Information (PHI) and patient records. Fiap Systems acts as a "Data Processor" only. We are completely absolved of any liability related to medical malpractice, misprescriptions, drug interaction failures, or unauthorized access to patient data resulting from the Client's staff negligence.

8.3 Third-Party Integrations (WhatsApp, AI Providers)

Fiap Systems integrates with third-party providers. If a third party (e.g., Meta/WhatsApp, OpenAI) changes its pricing, API rules, or disables the Client's account for policy violations, Fiap Systems bears no liability. Under the "Bring Your Own Key" (BYOK) model for AI integrations, the Client is solely responsible for all usage costs billed by the third-party AI provider.

9. Intellectual Property

9.1 Ownership by Los Bebes Inc.

All right, title, and interest in and to the Services, including all underlying software, source code, algorithms, designs, documentation, trade names, and intellectual property rights, are and shall remain the exclusive property of Los Bebes Inc., the parent company. Fiap Systems is a brand and commercial product of Los Bebes Inc. and does not independently hold intellectual property rights. These Terms do not convey any ownership rights in the software or platform to the Client.

9.2 Client Data Ownership

The Client retains full ownership of all Client Data. By using the Services, the Client grants Los Bebes Inc. a limited, non-exclusive, royalty-free license to process Client Data solely as necessary to provide and improve the Services. Los Bebes Inc. does not sell, rent, or otherwise disclose Client Data to third parties for commercial purposes.

9.3 Feedback

Any suggestions, feature requests, or feedback the Client provides regarding the Services may be used by Los Bebes Inc. at its sole discretion without restriction, attribution, or compensation to the Client.

10. Privacy & Data Protection

10.1 Roles

Los Bebes Inc. acts as a Data Processor. The Client acts as the Data Controller for all personal data of their customers, patients, students, or employees entered into the platform. The Client is solely responsible for complying with all applicable data protection laws (including Cameroon's Law No. 2010/012 on Cybersecurity and Cybercriminality) with respect to their own data subjects.

10.2 Our Data Handling

We implement industry-standard technical and organizational security measures including encryption in transit (TLS 1.2+), encryption at rest, role-based access controls, and regular security audits. We will notify the Client without undue delay upon becoming aware of a confirmed data breach that materially affects the Client's data.

10.3 Cross-Border Transfers

Client Data may be processed on servers located outside Cameroon (e.g., cloud infrastructure providers). By accepting these Terms, the Client consents to such transfers, provided adequate data protection measures are in place.

11. Client Indemnification & Acceptable Use

11.1 Indemnification

The Client agrees to indemnify, defend, and hold harmless Los Bebes Inc., its officers, directors, employees, and agents from and against any third-party claims, lawsuits, fines, penalties, or damages arising from: (a) the Client's or their sub-users' uploading of illegal, copyrighted, or harmful material; (b) the Client's violation of applicable data protection or privacy laws; (c) negligence or willful misconduct of the Client's staff. Fiap Systems is a tool, the Client is fully responsible for how their staff uses it.

11.2 Prohibited Activities

The Client shall not: reverse-engineer or extract the source code; bypass multi-tenant security headers or access other tenants' data; scrape or overload the database via automated bots; re-sell sub-tenant access on the platform without written authorization from Los Bebes Inc.; use the Services to store or transmit malware, ransomware, or illegal content. Violation of this section results in immediate termination without refund and potential legal action.

12. Data Retention & Suspension

12.1 Suspension for Non-Payment

Accounts suspended for non-payment remain in a read-only state for seven (7) days, after which they are fully suspended. The Client cannot access or export data during full suspension.

12.2 Permanent Data Deletion

If an account remains suspended or cancelled for thirty (30) calendar days, Los Bebes Inc. reserves the right to permanently and irreversibly delete all associated Client Data. We hold zero liability for data deleted under these circumstances. The Client is strongly advised to export all data before cancellation.

13. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except as required by law or to employees and contractors who need it to fulfil obligations under these Terms. This obligation survives termination of the Agreement for a period of three (3) years.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond their reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, government actions, internet outages, natural disasters, or failure of third-party infrastructure providers. The affected party must notify the other within five (5) business days and use commercially reasonable efforts to resume performance.

15. Termination

15.1 By Los Bebes Inc.

We may terminate or suspend access immediately and without notice upon: breach of these Terms; non-payment beyond the grace period; use of the Services for illegal purposes; or if continuing the contract would expose Los Bebes Inc. to legal or regulatory risk.

15.2 By Client

The Client may terminate the Agreement by providing thirty (30) days' written notice to support@fiapsystems.com. No refunds will be issued for the unused portion of any prepaid subscription period.

15.3 Effect of Termination

Upon termination, the Client's access is revoked immediately. Client Data will be retained for thirty (30) days for self-service export, after which it will be permanently deleted. All outstanding fees remain due and payable.

16. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Los Bebes Inc. be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunities, even if Los Bebes Inc. has been advised of the possibility of such damages. In all cases, the aggregate liability of Los Bebes Inc. arising under or in connection with these Terms shall not exceed the total fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim, unless a lower cap is specified in Section 6.

17. General Provisions

17.1 Amendments

Los Bebes Inc. reserves the right to modify these Terms at any time. Updated Terms will be published on our website and communicated to active Clients via email with at least fifteen (15) days' notice. Continued use after the notice period constitutes acceptance.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Entire Agreement

These Terms, together with any signed Service Agreement, Statement of Work, or Order Form, constitute the entire agreement between the parties with respect to the Services and supersede all prior negotiations, understandings, or agreements.

17.4 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Los Bebes Inc. We may freely assign our rights and obligations, including in the event of a merger, acquisition, or sale of assets.

17.5 No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's rights to enforce such provision in the future.

17.6 Notices

All formal notices must be sent in writing to: Los Bebes Inc., Bamenda, Northwest Region, Cameroon or by email to legal@fiapsystems.com. Notices are effective upon confirmed receipt.

Fiap Systems

All-in-one business management software for retail, schools, hospitals, restaurants, bakeries, hotels, car rentals and event businesses. 100+ modules, priced in your local currency.

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A product of Los Bebes Inc.