Terms of Service

Services Offered & Contractual Scope

Eelam Innovations Limited delivers premium, institutional-grade ICT services, bespoke enterprise software architectures, and advanced engineering systems designed to coordinate corporate operations. Our specialized service portfolio comprises the following operational channels:

Custom Enterprise Software & Mobile Engineering

We design, build, and deploy high-performance web portals, corporate ERP systems, customer relations management (CRM) programs, and native or cross-platform mobile applications (Android and iOS) developed in compliance with Google Play Store and Apple App Store developer regulations.

Safaricom M-Pesa & Cellular Payment Integrations

We specialize in financial technology integrations, configuring real-time Safaricom M-Pesa API gateways. Our capabilities cover STK Push (Lipa na M-Pesa) triggers, Customer-to-Business (C2B) paybill channels, Business-to-Customer (B2C) corporate payouts, secure double-entry accounting ledgers, and automated callback endpoint synchronization with strict security token controls.

Internet of Things (IoT) & Edge Telemetry Systems

We program and assemble customized sensory hardware systems, smart agricultural edge-computing control panels, real-time wireless telemetry nodes, automated irrigation controllers, weather diagnostic arrays, and GPS-enabled asset-tracking sensors utilizing secure cellular data packet transfers.

Geographic Information Systems (GIS) & Spatial Data Analytics

We provide advanced spatial data modeling, customized GIS database designs, remote sensing analysis, precision map layering platforms (Esri, Leaflet, Openlayers, and Mapbox), and dynamic spatial demographic dashboards tailored for regional, architectural, or logistical monitoring.

Cloud Architecture & Hosted Portal Administration

We configure and manage high-availability cloud environments, server clusters, and database replication arrays on Amazon Web Services (AWS), Google Cloud Platform (GCP), Microsoft Azure, and our proprietary Eelam Portals. This includes continuous integration and continuous deployment (CI/CD) pipelines, load balancers, and active server threat diagnostics.

Information Security Audits & ICT Consultancy

We conduct deep security penetration testing of APIs, infrastructure vulnerability assessments, system performance profiling, disaster recovery modeling, and professional IT consultancy services to protect corporate assets against evolving threats.

Contractual Statement of Work (SOW) Hierarchy

Specific project milestones, functional deliverables, custom pricing quotes, target timelines, testing parameters, and post-launch maintenance terms are explicitly set down inside a mutually signed corporate proposal, digital service contract, or formal Statement of Work (SOW). In the event of any operational conflict or discrepancy between these general Terms of Service and a signed Statement of Work (SOW), the provisions and clauses of the specific SOW shall take legal precedence and govern the project.

Eligibility, User Representations & Acceptable Use

To register portal profiles, access our software systems, or engage our engineering resources, you formally represent, warrant, and covenant that you satisfy and will continuously maintain the following eligibility parameters:

Individual & Corporate Capacity

You are at least 18 years of age and possess the legal capacity to sign binding commercial contracts in Kenya. If you are accessing our administrative portals, cloud servers, or staging sites on behalf of a corporation, partnership, or enterprise, you warrant that such entity is a legally registered corporate body in good standing in its country of incorporation, and that you possess the explicit corporate authority to bind your organization to these Terms.

Portal Account Safeguards & Credential Integrity

You are responsible for safeguarding your administrative profile passwords, M-Pesa api integration credentials, developer keys, and database tokens. You agree to maintain strict confidentiality over your credentials and must not lease, sell, or disclose your login details to any third-party or competitor. You agree to immediately notify Eelam Innovations of any suspected security breach, leakage of credentials, or unauthorized access to your account.

Anti-Reverse Engineering & System Protections

You explicitly covenant and agree that you will not, and will not permit any third-party to, reverse engineer, decompile, disassemble, translate, decipher, or otherwise attempt to extract the source code, underlying algorithms, database structures, proprietary libraries, or trade secrets of any software bundle, mobile application, IoT firmware, or API gateway deployed or managed by Eelam Innovations Limited.

Acceptable Use & Prohibited Operations

You agree to use our systems, staging environments, and portals strictly for lawful and authorized business operations. You must not engage in, facilitate, or assist others with any of the following prohibited activities:

• Running automated vulnerability assessment sweeps, port sniffing operations, security penetration testing, or reverse proxy injections without our express prior written authorization.
• Deploying malicious scrapers, data miners, or high-velocity web spiders designed to systematically extract database profiles, spatial maps, or proprietary imagery.
• Bypassing active system rate-limiting firewalls, injecting malformed transaction payloads to trigger system exceptions, or spoofing safaricom M-Pesa callbacks to manipulate financial logs.
• Injecting web shells, trojan programs, logic worms, or corrupted file uploads into our server environments or staging platforms.

Illicit Content & Data Input Restrictions

You hold sole responsibility for all digital assets, spatial coordinates, databases, and media files uploaded to our staging environments or processed via our API networks. You must not upload any content that is illicit, defamatory, infringes third-party intellectual property rights, or violates the Computer Misuse and Cybercrimes Act, 2018, of the Republic of Kenya. Eelam Innovations reserves the right to purge any non-compliant content instantly without prior warning.

Client Deliverables & Responsibilities

The successful, structured, and timely deployment of custom software architectures, payment gateway integrations, and cloud configurations requires active and diligent client cooperation. As a Client, you agree to fulfill the following obligations:

Requirements Definition & Scope Locking

You agree to supply highly detailed, final, and structured functional requirements, database tables, and process workflows prior to project initialization. Once these specifications are formally locked in the Statement of Work (SOW), any subsequent features, changes, or expansions of scope requested by you will be subject to a formal Change Request (CR) process. Such changes will require written authorization and may trigger additional developer billing hours and project deadline extensions.

Copyright Warranties on Provided Assets

You are solely responsible for supplying all digital assets, high-resolution brand logos, photography, copy translations, product descriptions, database records, and spatial maps necessary for system engineering. You represent, warrant, and covenant that you hold the legal copyright, trademark, or valid commercial usage license for all materials supplied to us. Eelam Innovations Limited assumes zero liability for copyright infringement claims arising from client-provided media assets.

Integration Credentials & Cloud Permissions

You agree to supply valid administrative credentials, Safaricom M-Pesa developer portal tokens, active cellular shortcodes, sandbox access pools, cloud hosting accounts (AWS, Azure, GCP), and domain DNS administration access required to configure server callback paths, staging nodes, and email integrations. Any delay in delivering these access privileges grants Eelam Innovations the immediate right to adjust subsequent milestone schedules.

User Acceptance Testing (UAT) & Milestone Approvals

You agree to perform structured User Acceptance Testing (UAT) upon receiving staging links or test builds from our engineering team. You must submit all functional feedback, visual adjustments, or bug lists in a single, structured log within seven business days of build delivery. If you fail to submit written testing feedback or request changes within this seven-business-day window, the milestone build will be deemed legally approved, finalized, and accepted for immediate milestone invoicing.

Staging Site Confidentiality & Access Controls

All pre-release software builds, testing portals, sandbox database links, and staging URLs provided to you remain strictly confidential. You covenant and agree not to distribute, share, or publish staging access details or test links to third-party competitors, public forums, or social networks without our express prior written consent.

Pricing, Payments, Taxes & Billing

Pricing configurations, invoicing milestones, recurring support retainers, and cellular API billings are managed under strict commercial guidelines. You agree to adhere to the following financial terms:

Fee Structures & Digital Invoicing

All software development budgets, integration fees, support retainers, and billing currencies are defined in detail within the signed proposal or Statement of Work (SOW). Standard milestone or subscription invoices are issued electronically, and all payments must be settled in full within thirty days from the invoice issuance date.

Late Payment Penalties & Interest Rates

If any invoice remains unpaid after the thirty-day payment cycle, Eelam Innovations Limited reserves the right to charge an administrative late interest fee of 1.5% per month (compounded monthly) on all outstanding balances, calculated from the due date until full payment is received. You agree to bear all legal costs, debt collection fees, and bank processing charges incurred by us while recovering overdue balances.

Operational Suspensions & Staging Lockouts

We reserve the right, at our sole discretion, to suspend active support desks, lock staging portals, freeze sandbox database links, pause api configurations, or restrict admin dashboard access if your account has any overdue invoices. We will not be liable for any operational delays or service interruptions resulting from suspensions triggered by non-payment.

Staging, Hosting & Subscription Grace Periods

Recurring cloud hosting, server administration, and support retainers are billed in advance (monthly or annually). We grant a strict fourteen-day grace period for subscription renewals. Failure to settle hosting or subscription invoices within fourteen days of the due date will result in immediate suspension of active staging environments, cloud hosting architectures, and API endpoints, and we assume zero liability for any data loss, telemetry corruption, or server downtime resulting from such action.

Statutory Taxation & KRA Compliance

Unless explicitly indicated otherwise in writing, all quoted budgets, retainer fees, and milestone costs are strictly exclusive of statutory taxes, local levies, and Value Added Tax (VAT). The Client is solely responsible for computing, reporting, and remitting all withholding taxes and local levies in full compliance with the guidelines of the Kenya Revenue Authority (KRA). You must provide official withholding tax certificates to us within fifteen days of payment processing to ensure proper account reconciliation.

Intellectual Property Rights & Ownership

Intellectual property rights and codebase ownership boundaries are governed by the following provisions:

Company Ownership of Core Assets

Eelam Innovations Limited retains complete, exclusive, and sole ownership of all pre-existing software structures, proprietary software frameworks, system utilities, database architectures, IoT sensory programs, GIS algorithms, and pre-existing code modules (collectively referred to as "Company Intellectual Property"). Nothing in these Terms shall represent a transfer of Company Intellectual Property rights to the Client.

Client Ownership of Deliverables

Upon 100% full settlement of all outstanding project invoices and milestone payments, the legal title and intellectual property rights for the custom-developed visual interfaces, client-provided assets, and unique source code files written specifically for the Client under a Statement of Work are transferred entirely to the Client.

Framework Licensing Covenants

To the extent that our pre-existing Company Intellectual Property or proprietary libraries are integrated into any client deliverables, we grant the Client a non-exclusive, worldwide, royalty-free, perpetual, and non-transferable license to use, execute, and operate such integrated frameworks solely as part of the specific system delivered, and strictly for internal corporate operations.

Confidentiality & Non-Disclosure

To protect their respective proprietary systems, corporate assets, and business methods, both parties mutually agree to maintain strict confidentiality over all proprietary information shared during our commercial engagement. Confidentiality covenants are governed by the following provisions:

Definition of Confidential Information

Confidential Information includes all non-public, sensitive, or proprietary data disclosed by one party (referred to as the "Disclosing Party") to the other party (referred to as the "Receiving Party"), whether orally, visually, or in writing. This includes, but is not limited to, proprietary source code, database structures, staging layouts, cellular api keys, m-pesa sandbox credentials, spatial database configurations, cybersecurity audits, pricing quotes, client lists, and strategic business plans.

Mutual Non-Disclosure & Standard of Care

The Receiving Party covenants and agrees to use the Disclosing Party's Confidential Information solely for the purpose of executing and delivering the professional services defined in the Statement of Work (SOW). The Receiving Party must apply a professional standard of care, and no less than a reasonable degree of commercial care, to prevent the unauthorized copying, distribution, leak, or exploitation of the Disclosing Party's Confidential Information.

Permitted Personnel Disclosures

The Receiving Party may only disclose the Disclosing Party's Confidential Information to its directors, employees, legal advisors, and approved subcontractors who have a strict business "need to know" to complete the services, provided that such personnel are bound by written confidentiality agreements containing protection levels at least as restrictive as those set forth in these Terms.

Compelled Legal Disclosures & Subpoena SLA

In the event that the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information (via court subpoena, regulatory audit, or a Kenyan law enforcement directive), the Receiving Party must provide the Disclosing Party with immediate written notice (where legally permissible) prior to such disclosure. This notice is intended to enable the Disclosing Party to seek a valid protective order or contest the disclosure request.

Irreparable Harm & Injunctive Relief

Both parties acknowledge and agree that an unauthorized leak, disclosure, or competitive exploitation of Confidential Information will cause immediate, irreparable commercial harm to the Disclosing Party for which monetary damages alone would be inadequate. In the event of a verified or threatened breach of confidentiality, the Disclosing Party holds the explicit legal right to seek immediate injunctive relief and restraining orders in competent courts in Nairobi, in addition to any other legal remedies available under Kenyan law.

Five-Year Mutual Survival Term

The confidentiality, non-disclosure, and restricted usage obligations set forth in this Section shall survive the completion, termination, or expiration of any Statement of Work (SOW) or active service agreement for a continuous duration of five years from the date of final project dissolution.

Data Protection, Privacy & Compliance

We process personal and corporate datasets in strict compliance with the Kenya Data Protection Act, 2019, the Data Protection (General) Regulations, 2021, and global data privacy standards (GDPR and CCPA). All details regarding our data collection methods, storage encryption, and data subject rights are governed by our Privacy Policy. Data operations under these Terms are governed by the following provisions:

Regulatory Roles & Processing Bounds

When you share customer profiles, staff lists, crop coordinates, geolocation telemetry, or financial transaction logs with Eelam Innovations Limited for software development, sandbox testing, or cloud hosting, the Client acts legally as the Data Controller, and Eelam Innovations Limited acts legally as the Data Processor. We covenant and agree to process such personal data solely in accordance with your written instructions (as documented in these Terms or a signed Statement of Work) and will not rent, sell, monetize, or use such datasets for any independent purpose.

Client Consent Representations & Warranties

You represent, warrant, and covenant that you possess the full legal authority, valid customer consents, lawful processing bases, and statutory registrations required to collect, process, and transfer all datasets provided to us. You hold sole liability for ensuring the legality of all databases, spatial files, and consumer lists shared with our engineering team.

Data Security & Technical Controls

We implement professional technical, administrative, and physical controls to secure client datasets. This includes AES-256 database storage encryption, TLS 1.3 transit encryption, restricted multi-factor access protocols, isolated sandbox environments, and automated hourly database backups. We restrict data access exclusively to vetted engineers bound by confidentiality obligations.

Statutory Breach Notification SLA

In the event that we verify a cybersecurity breach, database leakage, or unauthorized system access affecting your controller datasets, we covenant and agree to notify your designated administrator within forty-eight hours of verification. This notification timeline is designed to enable the Client to satisfy its statutory seventy-two hour regulatory reporting SLA to the Office of the Data Protection Commissioner (ODPC) in Kenya.

Regulatory Indemnification Shield

You agree to fully defend, indemnify, and hold harmless Eelam Innovations Limited from and against any administrative fines, regulatory penalties, statutory audits, customer lawsuits, or legal expenses arising directly from a breach of data privacy consents by the Client or non-compliant personal data shared by the Client.

Third-Party Service Providers & APIs

Eelam Innovations Limited engineers advanced software systems that rely on external, third-party technologies, cloud infrastructures, and API platforms to deliver operational value. Our integrations include, but are not limited to, Safaricom M-Pesa Daraja endpoints, cellular carrier networks, Amazon Web Services (AWS) cloud hosting, SMS gateway relays, Google Maps layers, and third-party software frameworks. Your interaction with these integrations is governed by the following covenants:

Third-Party Outages & M-Pesa Gateway Failures

Eelam Innovations Limited disclaims all operational, financial, and legal liability for system outages, data synchronization failures, delayed callback executions, SMS delivery drops, or security breaches resulting from downtime, network congestion, fiber cuts, DNS disruptions, or complete service suspensions of third-party platforms. In particular, we assume zero liability for Safaricom M-Pesa Daraja portal failures, callback transmission lags, or cellular carrier delays that prevent payment validations or STK push execution.

Third-Party Policy Changes & Pricing Shifts

We are not responsible for any direct pricing increases, API endpoint deprecations, breaking changes, visual dashboard overhauls, or terms of service updates implemented by third-party providers (including AWS server cost updates, Safaricom developer policy adjustments, or Google Maps key billing modifications). Any project updates required to resolve changes in third-party integrations will be subject to a formal Change Request (CR).

Direct Client Licensing & Subscription Accounts

The Client is solely responsible for registering, maintaining, and funding all direct accounts, portal permissions, and active subscriptions required to run integrated services. You agree to settle all bills directly with AWS, maintain sandbox balances with SMS gateways, lease shortcodes from Safaricom, and maintain developer keys with Google Maps. We are not liable for service suspensions triggered by your failure to pay direct integration bills.

"As-Is" Software Libraries & Open Source EULAs

All third-party open-source libraries, database plugins, and external software frameworks integrated within custom deliverables are provided strictly on an "as-is" and "as-available" basis, without any warranties from Eelam Innovations Limited. Use of these integrated libraries is governed exclusively by their respective independent end-user license agreements (EULAs).

System Availability, Maintenance & Support

Our operational commitments to platform uptime, scheduled database maintenance, code freeze calendars, and professional technical support services are governed by the following Service Level Agreement (SLA) framework:

Target Uptime Commitments

We strive to maintain a 99.9% server availability (uptime) target for our active, custom-deployed production platforms and hosted API environments. This uptime target is calculated monthly, excluding scheduled technical maintenance windows, force majeure events, safaricom network outages, general internet backbone cuts, DNS propagation delays, or outages caused by client-side scripting modifications.

Scheduled Maintenance & Code Freezes

To preserve data integrity, we conduct periodic system optimization checks, database indexing, and security patch rollouts during off-peak hours (typically between 12:00 AM and 4:00 AM EAT). We will issue administrative dashboard or email notices at least twenty-four hours prior to any scheduled maintenance that requires server downtime. During the Client's high-traffic business seasons (such as holidays or end-of-month financial cycles), we will execute a complete "Code Freeze", ensuring no non-essential updates are deployed.

Support Desk Operations & Severity SLA response Tiers

Standard engineering support desks are accessible Monday through Friday, from 8:00 AM to 5:00 PM EAT, excluding Kenyan public holidays. Technical support requests must be logged via our official support email or tracking portal. We categorize and respond to requests in accordance with the following severity tiers:

• Severity 1 (Critical Outage): The production system, payment gateway, or database cluster is completely offline, halting critical business operations. Target Response SLA: 2 Hours.
• Severity 2 (High Impairment): The platform is accessible, but a core feature (such as M-Pesa STK push callbacks or GIS spatial map loading) is experiencing major functional failures. Target Response SLA: 4 Hours.
• Severity 3 (Medium/Low Glitch): The system is fully operational, and the issue relates to a minor aesthetic error, general inquiry, or custom enhancement suggestion. Target Response SLA: 24 Hours.

Support Desk Exclusions

Standard technical support and response SLAs do not cover issues arising from: custom hardware integrations not manufactured by us, data input errors by client staff, third-party hosting server failures managed directly by the Client, or system bugs caused by unauthorized database or source code modifications executed by the Client's staff or independent contractors.

"As-Is" Testing & Staging Disclaimers

While we maintain premium production support guidelines, all pre-release staging environments, sandbox testing interfaces, and experimental IoT telemetry portals are provided strictly on an "as-is" and "as-available" basis, without any warranties that operations will be completely error-free, secure, or uninterrupted.

Limitation of Liability

To the maximum extent permitted under the laws of the Republic of Kenya, you explicitly acknowledge and agree that our commercial liability is strictly governed by the following risk allocation parameters:

Exclusion of Consequential & Indirect Damages

In no event shall Eelam Innovations Limited, its directors, officers, shareholders, employees, engineers, or sub-contractors be liable to the Client or any third-party for any indirect, incidental, special, exemplary, punitive, or consequential damages. This exclusion includes, without limitation, damages for loss of corporate profits, business interruption, database corruption, telemetry storage failures, loss of goodwill, payment failures on Safaricom M-Pesa networks, or the cost of procuring substitute technical services, regardless of the form of action, even if we have been advised of the possibility of such damages.

Cap on Cumulative Financial Liability

Our total cumulative liability arising out of or in connection with these Terms of Service, any Statement of Work (SOW), or the professional services provided, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly capped at and limited to the exact total fees actually paid by the Client to Eelam Innovations Limited for the specific service giving rise to the claim over the immediate six-month period preceding the event that gave rise to the liability.

Third-Party & Hardware Telemetry Exemptions

The Client acknowledges and agrees that Eelam Innovations Limited holds no control over, and assumes zero liability for, failures, interruptions, data breaches, or outages originating from third-party platforms (including AWS host crashes, Safaricom Daraja callback freezes) or IoT hardware sensors that have been subjected to incorrect field installation, water logging, or environmental stress by client staff.

Strict Twelve-Month Statute of Limitations

Any commercial claim, dispute, or legal action arising out of or in connection with these Terms of Service or a signed Statement of Work must be formally filed by the Client in a competent court or CIArb mediation forum in Nairobi within twelve months of the date the Client first became aware, or reasonably should have become aware, of the facts giving rise to the claim. Failure to file within this twelve-month window represents a permanent, irrevocable waiver of all rights to bring such claim or legal action.

Essential Allocation of Risk

The Client explicitly acknowledges and agrees that the pricing structure of Eelam Innovations' bespoke software developments and cloud services reflects this mutual allocation of risk, and that we would not enter into these Terms or execute any Statement of Work (SOW) without these essential liability limitations.

Mutual Indemnification

Both parties agree to support and defend their respective corporate interests under the following structured indemnification procedures:

Client's Indemnification Covenants

The Client agrees to fully defend, indemnify, and hold harmless Eelam Innovations Limited, its directors, officers, shareholders, employees, and approved subcontractors (referred to as the "Company Indemnified Parties") from and against any third-party lawsuits, claims, damages, liabilities, administrative fines, and legal expenses (including reasonable attorney fees) arising out of or in connection with: your unauthorized use or modification of our staging environments, a violation of acceptable use guidelines, a breach of data privacy representations, or claims alleging that any logos, copy copy, databases, maps, or other media files supplied by you infringe a valid patent, copyright, or trademark of a third-party.

Company's IP Infringement Shield

Eelam Innovations Limited agrees to defend and indemnify the Client from and against any third-party claims or lawsuits alleging that the custom-developed source code written specifically for and delivered to you under a Statement of Work (SOW) infringes a valid copyright or patent of a third-party in Kenya, provided that the Client complies with the procedural conditions set forth below.

IP Shield Exclusions

Our IP infringement indemnification covenant does not apply to claims arising from: the combination, integration, or operation of the delivered software with software, networks, hardware, or databases not engineered by us, modifications made to the delivered codebase by the Client or any third-party after delivery, our compliance with custom visual designs or features explicitly demanded by the Client, or your failure to implement security updates or system patches recommended and delivered by us.

Procedural Indemnification Conditions

The indemnification obligations defined in this Section are strictly conditioned upon the party seeking indemnification (referred to as the "Indemnified Party") satisfying all of the following rules:

• The Indemnified Party must provide the other party (referred to as the "Indemnifying Party") with prompt written notice of the third-party claim within ten business days of first receiving notice of the claim.
• The Indemnifying Party must be granted sole and exclusive control over the legal defense, strategy, and settlement negotiations of the claim.
• The Indemnified Party must actively cooperate, provide all necessary records, and offer reasonable assistance as requested by the Indemnifying Party, at the Indemnifying Party's expense.
• The Indemnifying Party shall not enter into any legal settlement that admits liability, imposes financial debt, or creates an active burden on the Indemnified Party without the Indemnified Party's express prior written consent.

Contract Suspension & Termination

These Terms of Service, any active Statement of Work (SOW), and custom platform deployments may be suspended, terminated, or expired under the following structured legal covenants:

Termination for Convenience

Unless explicitly restricted by a specific Statement of Work, either party may terminate an active project agreement or SOW for convenience, without cause, by providing thirty calendar days prior written notice to the other party, provided that all outstanding developer hours, milestone payments, and monthly host subscription costs incurred up to the date of termination are settled in full.

Termination for Cause

Either party may terminate these Terms of Service or an active Statement of Work for cause immediately upon written notice if the other party commits a material breach and fails to cure such breach within thirty calendar days after receiving detailed written notice identifying the breach. Material breaches include, without limitation, non-payment of invoices exceeding thirty days past due, unauthorized distribution of proprietary source code, or breach of confidentiality covenants.

Company's Immediate Suspension Rights

Eelam Innovations Limited reserves the absolute right to immediately suspend the Client's access to active web portals, API gateway paths, production database pools, software staging panels, or cloud-hosted instances, without prior notice or liability, in the event that:

• We identify a critical cybersecurity threat, credential compromise, active denial-of-service attack, or system vulnerability that poses an immediate risk to our servers or datasets.
• The Client has outstanding, undisputed fees that remain unpaid for more than thirty calendar days past the due date specified on the invoice.
• The Client uses our platforms in a manner that violates local telecommunications statutes, data protection regulations, or other laws of the Republic of Kenya.

Post-Termination Obligations & Outstanding Dues

Upon the expiration or termination of services for any reason: all outstanding developer hours, milestone deliverables completed, and cloud hosting fees become immediately billable and payable. The Client's license to utilize any unfinished custom deliverables, proprietary framework panels, or APIs is immediately revoked until all outstanding balances are fully paid.

Survival of Critical Legal Shields

Those provisions which by their nature are intended to survive termination shall continue in full force and effect. This includes Section 05 (Intellectual Property Rights), Section 06 (Confidentiality & Non-Disclosure), Section 07 (Data Protection), Section 10 (Limitation of Liability), Section 11 (Mutual Indemnification), and Section 14 (Governing Law & Dispute Resolution).

Service Modifications & Terms Updates

Our operational framework for updating digital services, revising development pricing models, and modifying these legal Terms is governed by the following guidelines:

Technical Enhancements & Platform Deprecations

We reserve the right to periodically modify, optimize, update, or refine our software platforms, API modules, server hosting configurations, or system portals to address cybersecurity updates, improve product functionality, or deprecate obsolete tech stacks, without liability to the Client. We will communicate major changes through system dashboards.

Subscription & Development Pricing Revisions

Revisions to active monthly cloud subscription fees, hosting maintenance rates, or standard support desk fees will only take effect upon providing the Client with at least thirty calendar days prior written notice. Price adjustments will not apply retroactively to active, pre-paid Statements of Work.

Material Amendments to these Terms

We reserve the right to modify these Terms of Service at any time. We covenant to notify the Client of any material updates by posting notices prominently on our website or sending notices directly to your registered administrator's email at least thirty calendar days before such changes take effect. Your continued use of our custom platforms or API tunnels following the thirty-day notice period will represent active, binding acceptance of the updated Terms.

Objection & Amicable Dispute Timelines

If the Client objects in good faith to any proposed material change to these Terms, the Client must notify us in writing within fifteen calendar days of receiving the notice. Upon receipt of such objection, both parties agree to collaborate in good faith to resolve the issue amicably or terminate the affected Statement of Work without penalty prior to the changes taking effect.

Governing Law, Dispute Resolution & Arbitration

These Terms of Service, all Statements of Work, and commercial relations shall be governed by, construed, and enforced in accordance with the laws of the Republic of Kenya, without giving effect to any principles of conflicts of law.

First-Tier Amicable Consultations

In the event of a commercial dispute, conflict, or claim arising out of or relating to these Terms, including any question regarding its existence, validity, or termination, both parties pledge to first seek an amicable settlement through formal corporate consultations. Both parties covenant to escalate the dispute to their respective executive officers, who shall negotiate in good faith for a period of at least thirty calendar days before initiating further legal proceedings.

Second-Tier Formal Mediation

If the dispute is not resolved amicably within the thirty-day executive consultation window, either party may submit the dispute to formal mediation administered by the Chartered Institute of Arbitrators (CIArb) Kenya Branch in Nairobi, prior to filing any formal court litigation or initiating binding arbitration.

Third-Tier Binding Arbitration

If mediation fails to resolve the dispute within forty-five calendar days from the appointment of the mediator, the dispute shall be referred to and finally resolved by binding arbitration conducted under the Arbitration Act, 1995 (Laws of Kenya) and the Rules of the Chartered Institute of Arbitrators (CIArb) Kenya Branch. The tribunal shall consist of a single arbitrator appointed by mutual agreement of the parties, or in default of agreement, by the Chairman of the CIArb Kenya Branch. The seat and venue of the arbitration shall be Nairobi, Kenya, and the language of the proceedings shall be English. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.

Injunctive & Equitable Relief Exception

Notwithstanding the dispute resolution layers defined above, nothing in this Section shall prevent or restrict either party from seeking urgent injunctive, interim, or equitable relief from competent courts in Kenya to protect its intellectual property rights, database structures, or confidential information.

Contact Information & Legal Desk

All formal notices, legal demands, and compliance reviews regarding these Terms of Service or any active Statement of Work must be in writing and shall be deemed sufficiently served when delivered by hand to our corporate headquarters, on the third business day after being sent by registered post, or immediately upon transmission via email (provided no delivery failure notice is returned):