Terms & Conditions

1 Parties

This Agreement is entered into between:

2 Scope of Services

The Service Provider agrees to provide the services specified in the project proposal, which may include any combination of the following:

• Software development, installation, and configuration
• Business systems setup and customization (POS, billing, hospital management)
• KRA eTIMS integration and compliance implementation
• Hotspot and WiFi billing system deployment
• Cybersecurity assessments, penetration testing, and hardening
• Technical support, maintenance, and staff training

Any services not explicitly listed in the agreed project scope will be treated as a change request and may attract additional charges.

3 Payment Terms

3.1 The Client agrees to pay according to the schedule in the quotation or project proposal.

3.2 Standard payment structure: 50% upon contract signature and 50% upon completion and acceptance of deliverables, unless otherwise agreed in writing.

3.3 Payments are accepted via M-PESA, bank transfer, or as otherwise agreed.

3.4 Late payments attract a fee of 1.5% per month on the outstanding balance.

3.5 All prices are exclusive of applicable taxes unless stated otherwise.

3.6 The Service Provider reserves the right to pause or suspend services where payments are overdue by more than 14 days.

4 Installation & Implementation

4.1 Installation and configuration will be carried out at the Client's premises or remotely, as agreed in the project plan.

4.2 The Client agrees to provide necessary access, compatible hardware, stable internet connectivity, and reasonable cooperation throughout.

4.3 Timelines are as specified in the project schedule. Any delays caused by the Client may result in revised timelines or additional charges.

4.4 The Service Provider will inform the Client of any hardware or infrastructure requirements in advance.

5 Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information and requirements
• Ensure the availability of necessary infrastructure and hardware
• Provide timely access to premises and systems as required
• Back up all existing data before any installation or system change — the Service Provider is not liable for data loss arising from Client failure to back up
• Designate a point of contact for training and system handover
• Maintain strict confidentiality of login credentials and access codes
• Notify the Service Provider promptly of any suspected security incidents

6 Intellectual Property Rights

6.1 All proprietary software, frameworks, tools, and methodologies used or developed by the Service Provider remain the exclusive property of Code Forge Kenya or its licensors.

6.2 Custom development work specifically commissioned by the Client will transfer ownership to the Client upon receipt of full payment, unless a separate license arrangement is agreed in writing.

6.3 The Client receives a non-exclusive, non-transferable license to use installed software in accordance with the applicable license terms.

6.4 The Client must not reverse-engineer, decompile, copy, or redistribute the Service Provider's proprietary tools without written consent.

7 Warranty & Support

7.1 The Service Provider warrants that all services will be performed professionally and in accordance with agreed specifications.

7.2 A 90-day warranty period applies from the date of go-live, covering defects in installation and configuration caused by the Service Provider.

7.3 The warranty does not cover:

• Issues caused by Client misuse, modifications, or negligence
• Hardware failures not attributable to the Service Provider
• Third-party software updates or changes outside our control
• Acts of nature, power failures, or network outages
• Problems arising from the Client's failure to apply recommended updates

7.4 Ongoing support beyond the warranty period is available under a separate Support & Maintenance agreement.

8 Limitation of Liability

8.1 The Service Provider's total liability shall not exceed the total fees paid by the Client for the relevant services giving rise to the claim.

8.2 The Service Provider is not liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, business opportunity, or data
• Business interruption arising from system downtime
• Losses arising from the Client's failure to maintain adequate backups
• Losses caused by third-party services, utilities, or integrations

8.3 The Client is solely responsible for maintaining regular, tested backups of all business data.

9 Confidentiality

9.1 Both parties agree to keep confidential all proprietary information, trade secrets, business processes, and sensitive data disclosed during the engagement.

9.2 This obligation remains in force for 3 years after the termination of this Agreement.

9.3 Confidentiality obligations do not apply to information that is publicly available, independently developed, or disclosed under legal compulsion.

10 Data Protection & Privacy

10.1 The Service Provider will handle all Client data in accordance with the Kenya Data Protection Act, 2019 and other applicable regulations.

10.2 Client data is accessed only to the extent necessary to deliver the agreed services.

10.3 Please review our Privacy Policy for full details on data collection, use, and retention practices.

11 Termination

11.1 Either party may terminate this Agreement with 14 days' written notice.

11.2 The Service Provider may terminate immediately if the Client:

• Fails to make payment when due and does not remedy within 7 days of notice
• Materially breaches any term of this Agreement
• Uses the Service Provider's systems or services for illegal activities

11.3 Upon termination, the Client must pay for all services rendered and expenses incurred up to the termination date.

11.4 The Service Provider will make reasonable efforts to return or transfer Client data within 30 days of termination.

12 Force Majeure

Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including natural disasters, acts of war, terrorism, government actions, pandemics, internet or power outages affecting the national infrastructure, or actions of third-party service providers.

13 Compliance

13.1 The Client agrees to use all software and services in compliance with applicable Kenyan and international laws.

13.2 The Client is responsible for obtaining any business licenses, KRA PIN, and other permits necessary to operate their business legally.

13.3 For KRA eTIMS-integrated systems, the Client is responsible for their own compliance obligations with the Kenya Revenue Authority. The Service Provider implements the technical integration; compliance decisions remain the Client's responsibility.

14 Amendments

This Agreement may only be modified by written agreement signed (or acknowledged via email) by both parties. Any changes to scope, pricing, or delivery timelines must be documented in a change order before work begins.

15 Dispute Resolution

15.1 Any disputes shall first be addressed through good-faith negotiation between the parties.

15.2 If unresolved after 30 days, disputes shall be referred to mediation or arbitration in Nairobi, Kenya.

15.3 This Agreement is governed by the laws of the Republic of Kenya.

16 Acceptance Testing

16.1 Upon completion, the Client has 7 business days to test and verify the delivered system against the agreed specifications.

16.2 Any defects or non-conformities must be reported in writing within this period.

16.3 If no written issues are raised within the testing period, the deliverable is considered accepted by the Client.

17 Entire Agreement & Severability

This Agreement, together with any attached schedules, project proposals, quotations, and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior negotiations and representations. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.