Standard Terms of Business

1. About these terms

1.1 These terms apply to every quotation we give and every order we accept for services supplied by Laitigo Systems Limited, registered in Kenya under number PVT-LRUM8JM, of LR No 1870/IX/8, Western Heights, Karuna Road, Westlands, Nairobi (P.O. Box 16679-00100, Nairobi) ("Laitigo", "we", "us"). "Customer" or "you" means the organisation that orders from us. Our services include software development, website design and build, managed hosting and annual maintenance contracts (AMCs), and software-as-a-service (SaaS) platforms.

1.2 You accept these terms by signing them electronically through our ERP system (Odoo Sign), by accepting a quotation through our portal, or by placing an order. They apply to all later orders without being signed again.

1.3 If documents conflict, this order applies: (a) a contract or statement of work signed by both parties; (b) our accepted quotation or order confirmation; (c) our Data Processing Addendum, on matters of personal data; (d) these terms. Terms printed on or attached to your purchase order do not apply unless we agree to them in writing.

2. Quotations

2.1 A quotation is valid for 30 days from its date unless it states otherwise. It is an offer to supply on these terms and becomes binding only when accepted under clause 3.

2.2 A quotation is based on the scope described in it. Work outside that scope, including additional pages, features, integrations, content loading or rounds of design changes beyond those stated, is charged separately.

2.3 We may correct obvious errors in a quotation, order confirmation or invoice.

3. Orders and acceptance

3.1 A contract is formed when you accept our quotation through the portal or by signature, or when we send you an order confirmation from our ERP system in response to your purchase order, whichever happens first.

3.2 Where the quotation provides for payment in milestones, we are not obliged to start a milestone until the payment due before it has been received.

3.3 You may cancel an order by written notice. You must then pay for work done up to the date of cancellation, any milestone already due, and third-party costs we have committed to on your behalf, such as domain registrations, licences and hosting plans.

3.4 Changes to scope, features or dates must be agreed in writing, usually by a revised quotation or change request, and may change the price and timetable.

4. Prices and tax

4.1 Prices exclude value added tax (VAT) unless the quotation says otherwise. VAT is added at the rate in force at the time of supply, currently 16%. Where a supply qualifies as an export of services under the Value Added Tax Act, 2013, it is invoiced at the rate that Act applies to exported services.

4.2 We issue electronic tax invoices through KRA eTIMS. Please give us your KRA PIN so that your invoice supports your input VAT claim. Our own KRA PIN appears on every tax invoice.

4.3 If the law requires you to withhold tax from a payment to us, you must pay the withheld amount to KRA and send us the withholding certificate within 14 days of payment. Otherwise, the unpaid amount remains due.

4.4 Third-party costs. Domain names, hosting plans, paid application programming interfaces (APIs), messaging credits, app-store fees and third-party software licences are charged at the price stated in the quotation. If a provider changes its price, we will pass the change on at the next renewal, with notice.

5. Invoicing and payment

5.1 We send invoices by email from our ERP system and make them available on our portal. Unless the quotation or invoice states otherwise, payment is due within 30 days of the invoice date. Milestone payments are due on the dates or events stated in the quotation.

5.2 Recurring fees. Annual maintenance, hosting and SaaS subscription fees are invoiced in advance at the start of each term, unless the quotation says otherwise.

5.3 Payment must be made in the invoice currency, to the bank account shown on an invoice issued from our ERP system, without set-off or deduction other than tax lawfully withheld. You bear your own bank charges.

5.4 Protect yourself from payment fraud. We will never change our bank details by email alone. If you receive a message asking you to pay a different account, do not pay; call us on the number published on laitigosystems.com before acting. We are not responsible for payments made to an account that did not appear on an invoice issued from our ERP system.

5.5 If you dispute an invoice, tell us in writing within 10 working days of receiving it, giving reasons, and pay the undisputed part on time.

6. Late payment

6.1 We may charge interest on overdue amounts at 1% per month, calculated daily from the due date until payment.

6.2 If an amount remains unpaid 14 days after we send you a written reminder, we may suspend work, hosting or access to a SaaS platform until it is paid. We will give at least 7 days' further notice before suspending a live website or platform. We may also recover our reasonable costs of collection.

7. Delivery and acceptance of software and websites

7.1 Timetables in a quotation are our best estimates and depend on you providing content, feedback and approvals on time. Time is not of the essence unless we agree otherwise in writing.

7.2 When we deliver a milestone or release for acceptance, you have 10 working days to test it and either approve it or tell us, in writing, of any material failure to meet the agreed specification. We will fix reported failures and deliver again for acceptance.

7.3 A deliverable is treated as accepted if you use it in live operation, or if you do not respond within 10 working days of delivery.

7.4 Go-live. A website or platform goes live when you approve it for launch. Any annual maintenance contract starts on the go-live date unless the quotation says otherwise.

8. Hosting, maintenance and SaaS

8.1 Term and renewal. Annual maintenance, hosting and SaaS subscriptions run for 12 months, or the term in the quotation, and renew automatically for further periods of the same length unless either party gives written notice at least 60 days before renewal.

8.2 What maintenance covers. Unless the quotation says otherwise, maintenance covers: keeping the hosting environment, framework and dependencies up to date for security; monitoring availability; restoring from backup; and fixing defects in the work we delivered. New features, redesigns and content changes beyond any allowance in the quotation are charged separately.

8.3 Availability. We use reputable hosting providers and aim to keep websites and platforms available at all times, apart from planned maintenance, of which we will give reasonable notice. Unless a signed service description states a specific service level, we do not guarantee uninterrupted or error-free operation, and outages of third-party providers are outside our control.

8.4 Acceptable use. You must not use, or allow others to use, a website or platform we host to store or send unlawful, infringing or malicious content, to send unsolicited bulk messages, or to attempt unauthorised access to any system. Such conduct may also be an offence under the Computer Misuse and Cybercrimes Act, 2018. We may suspend affected content or accounts to protect the service or comply with the law, and will tell you why.

8.5 Your content. You are responsible for the content you or your users publish, and for having the rights to use it.

8.6 Exit. When a hosting or SaaS service ends, and provided all fees are paid, we will give you, within 30 days of your request, an export of your content and data in a commonly used format. We will then delete it, unless the law requires us to keep it.

9. Warranties

9.1 We will perform services with reasonable skill and care, using suitably qualified people, in line with good industry practice.

9.2 For 90 days after acceptance, we will fix, free of charge, any failure of a deliverable to meet the agreed specification that you report to us. After that, fixes are covered by a maintenance contract or charged at our standard rates.

9.3 This warranty does not cover faults caused by changes made by anyone other than us, by third-party software, services or hosting you chose, or by use outside the agreed specification.

9.4 Apart from the warranties in this clause 9, and to the extent the law allows, all other warranties and conditions, whether express or implied, are excluded.

10. Your responsibilities

You must: give us accurate and complete information and tell us when it changes; provide content, access, credentials and decisions on time; keep your own account credentials secure; hold valid licences for software you ask us to work with; and make sure you have a lawful basis, and give the required notices, for personal data collected through your website or platform.

11. Intellectual property and software licensing

11.1 Our materials. We keep all intellectual property in our pre-existing software, frameworks, components, templates, tools and know-how, and in our SaaS platforms, including improvements to them ("Laitigo materials").

11.2 Bespoke deliverables. On payment in full for a deliverable, you own the intellectual property in the parts of it created specifically for you, such as your website's design, your content and your data. Where a deliverable incorporates Laitigo materials, you receive a non-exclusive, perpetual, royalty-free licence to use those materials as part of that deliverable for your own business. You may not resell or license the Laitigo materials separately.

11.3 SaaS platforms. For a SaaS subscription, we grant you a non-exclusive, non-transferable right to use the platform, for the number of users and the purposes stated in the quotation, during the subscription term. You may not copy, modify, reverse-engineer or resell the platform, except as the law expressly allows. No ownership of the platform passes to you.

11.4 Open-source and third-party components. Deliverables may include open-source or third-party components, which are licensed to you under their own licences. We will tell you, on request, which components and licences a deliverable uses.

11.5 Your materials. Your content, data and trademarks remain yours. You give us a licence to use them only to perform the order and to host and operate your services.

11.6 We may describe the work in general terms, but we will not name you as a client or show your website in our portfolio without your written consent.

12. Confidentiality

12.1 Each party will keep confidential the other's non-public business, technical and financial information, including source code, credentials and unreleased designs, use it only for the purposes of the order, and share it only with staff, subcontractors and advisers who need it and are bound by confidentiality.

12.2 This does not apply to information that is public through no fault of the receiving party, that it already lawfully held, or that the law or a regulator requires it to disclose.

12.3 These obligations continue for 3 years after the last order is completed, and indefinitely for source code, credentials and personal data.

13. Data protection

13.1 Each party is a controller of the business contact details it receives from the other. Our Business Contacts Privacy Notice explains how we use them.

13.2 Where we process personal data on your behalf, for example the personal data of users of a website we host or a platform we operate for you, you are the controller, we are your processor, and our Data Processing Addendum applies. It must be signed before we begin that processing.

14. Limitation of liability

14.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited or excluded.

14.2 Neither party is liable to the other for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss, however caused.

14.3 We are not liable for loss or corruption of data except to the extent it was caused by our breach of an agreed backup service, and then only for the cost of restoring the data from the latest available backup.

14.4 Subject to clause 14.1, our total liability arising from or in connection with these terms and all orders, whether in contract, negligence or otherwise, is limited to the total fees you paid us under these terms in the 12 months before the event giving rise to the claim.

14.5 The limits in this clause 14 do not apply to your obligation to pay our invoices, or to either party's infringement of the other's intellectual property.

14.6 If you are a consumer, nothing in these terms affects your statutory rights under the Consumer Protection Act, 2012.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including extended power or internet outages, failures of third-party hosting or cloud providers that affect their customers generally, cyber-attacks that could not reasonably have been prevented, civil unrest, natural disasters, epidemics, or government action. The affected party must notify the other promptly and take reasonable steps to limit the effect. If the event continues for more than 60 days, either party may end the affected order by written notice, and you will pay for work done up to that date.

16. Termination

16.1 Either party may end an order immediately by written notice if the other commits a material breach that it does not remedy within 14 days of notice, or becomes insolvent.

16.2 We may suspend or end an order by written notice if you do not pay undisputed amounts within 30 days of a written reminder.

16.3 On termination you must pay for work done up to the termination date and any committed third-party costs. Clause 8.6 applies to the return of your content and data. Licences in clause 11.2 continue for deliverables that have been paid for in full.

17. General

17.1 Electronic documents. Quotations, order confirmations, invoices and other documents issued from our ERP system, portal messages, and signatures made through Odoo Sign are valid and binding between us.

17.2 Non-solicitation. While we work together and for 12 months afterwards, neither party will actively solicit the other's staff who worked on the orders to leave their employment, without the other's written consent. General advertising is not solicitation.

17.3 We may use qualified subcontractors, who are bound by confidentiality and assign their work to us. We remain responsible for their work.

17.4 Neither party may transfer its rights or obligations without the other's written consent, which will not be unreasonably withheld. If any provision is invalid, the rest remains in force. A failure to enforce a right is not a waiver of it. Nothing in these terms creates a partnership or agency.

17.5 We may update these terms by notice to you. The version in force when an order is accepted, or when a subscription renews, applies to that order or renewal.

18. Governing law and disputes

18.1 These terms and every order are governed by the laws of Kenya.

18.2 The parties will first try to settle any dispute by negotiation between senior representatives within 14 days of written notice of the dispute.

18.3 A dispute not settled by negotiation will be referred to arbitration under the Arbitration Act, 1995 by a sole arbitrator agreed by the parties or, failing agreement within 14 days, appointed on the application of either party by the Chairperson of the Chartered Institute of Arbitrators (Kenya Branch). The seat of arbitration is Nairobi and the language is English.

18.4 Nothing in this clause prevents either party from seeking urgent interim relief from the Kenyan courts, or us from bringing court proceedings to recover an undisputed debt.

19. Contact

Laitigo Systems Limited, LR No 1870/IX/8, Western Heights, Karuna Road, Westlands, Nairobi (P.O. Box 16679-00100, Nairobi). Email: contact@laitigosystems.com.