Engagement & Payment Terms

1.Definitions

Statement of Work (SOW)

the written proposal accepted by the Client that describes the Services, Deliverables, Milestones, timetable and Fees.

Milestone

a stage of the project defined in the SOW, usually linked to the delivery or approval of a Deliverable and to a payment.

Fees

the amounts payable under the SOW, exclusive of VAT and third-party costs unless stated otherwise.

Change Request

a written request by either party to alter the scope, Deliverables, timetable or Fees in the SOW.

Go-Live

the date the Deliverable is first made available to the public or put into production use by the Client.

Warranty Period

the period of 30 days starting on Go-Live, or on delivery where there is no Go-Live.

Support Plan

an optional ongoing maintenance and support arrangement described in clause 15 and the SOW.

Business Day

a day other than a Saturday, a Sunday or a public holiday in Kenya. Business hours are 08:00 to 17:00 East Africa Time.

2.Formation and order of precedence

1. 2.1These Engagement Terms are incorporated into each SOW. A binding agreement is formed on the terms set out in the Terms of Service: when the Client accepts the SOW in Writing and pays any deposit due.
2. 2.2If there is a conflict, the SOW prevails over these Engagement Terms, and these Engagement Terms prevail over the Terms of Service, but only on the specific point and only where the SOW expressly states that it is overriding.

3.Scope and change control

1. 3.1The Services, Deliverables, Milestones, timetable and Fees are those in the SOW. Anything not described in it is out of scope.
2. 3.2Either party may request a change by sending a Change Request in Writing. We will assess it and respond within five Business Days, stating the effect on Fees, timetable and Deliverables.
3. 3.3A change takes effect only when the Client approves the Change Request in Writing. We are not obliged to carry out out-of-scope work without an approved Change Request, and work done at the Client's request without one may be charged at our then-current hourly rate.
4. 3.4Minor adjustments that do not materially affect effort, cost or timetable do not need a formal Change Request. We decide in good faith whether an adjustment is minor, and will tell you if we think it is not.

4.Timetable and Client dependencies

1. 4.1Timetables in a SOW are estimates made in good faith based on information supplied at the time, and depend on the Client doing what it needs to do on time.
2. 4.2The Client shall nominate one authorised representative to give instructions and approvals; provide Client Content, brand assets, access, credentials and decisions within the periods in the SOW or, if none, within five Business Days of request; and give feedback on a Deliverable within five Business Days of delivery.
3. 4.3If the Client delays, the timetable extends by at least the period of delay, and we may reschedule our resources. If the project is stalled by the Client for more than 30 days, we may close it on Written notice and invoice for Services performed up to that point.

5.Fees, deposit and milestones

1. 5.1Fees are stated in Kenya Shillings (KES) unless the SOW says otherwise, and are fixed for the scope in the SOW. Estimates for time-and-materials work are not caps unless the SOW says they are.
2. 5.2A deposit is payable on acceptance of the SOW before work begins. The deposit secures our capacity and covers initial work, and is non-refundable except as stated in clause 18.4.
3. 5.3Unless the SOW states a different schedule, Fees are payable on this default schedule:

6.VAT and taxes

1. 6.1Fees are exclusive of Value Added Tax and any other applicable tax or levy. Where VAT applies, it is charged at the prevailing rate, currently 16% under the Value Added Tax Act, 2013, and shown separately on the invoice.
2. 6.2The Client is responsible for any withholding tax it is required to deduct by law and shall give us the withholding certificate. If tax is withheld without a lawful basis, the Client shall pay us the amount needed so that we receive the full Fees.

7.How to pay

1. 7.1We accept payment by bank transfer and by M-Pesa, to the account, Paybill number or Till number shown on the invoice we issue. Payment is complete when cleared funds are received in that account.
2. 7.2We will never ask you to pay to an account that is not shown on an invoice we issued, or to change payment details by message alone. If you receive a request that looks unusual, confirm it with us by phone on a number you already know before paying. We are not responsible for money paid to an account not shown on our invoice.
3. 7.3The payer bears bank, mobile-money and transfer charges, so that the amount we receive equals the amount invoiced. Please quote the invoice number as the payment reference, and send us proof of payment where the reference is not clear.
4. 7.4Invoices are payable within seven days of the invoice date unless the SOW says otherwise. We issue invoices and receipts electronically.

8.Late payment, suspension and disputed invoices

1. 8.1Overdue amounts attract interest at 1.5% per month, or part of a month, from the due date until payment, to the extent the law allows.
2. 8.2If an invoice is more than 14 days overdue, we may, after seven days' Written notice, suspend Services and withhold Deliverables, source code, credentials and administrative access until it is paid. Any resulting delay is not our breach, and the timetable extends accordingly.
3. 8.3If the Client disputes an invoice in good faith it must notify us in Writing within seven days of the invoice date, explaining the reason and the amount disputed. The Client shall pay the undisputed portion on time. We will respond to a dispute within five Business Days, and the parties will work to resolve it under the dispute process in the Terms of Service.
4. 8.4We may recover reasonable costs of collecting overdue amounts, including legal fees and collection costs, to the extent the law allows.

9.Third-party costs and subscriptions

1. 9.1Costs charged by others, such as domain names, hosting, premium plug-ins and licences, stock images and fonts, SMS and email delivery, and payment-gateway or mobile-money transaction fees, are not included in the Fees unless the SOW says so.
2. 9.2Where practicable, we ask the Client to purchase these directly in its own name so that it owns and controls them. Where we buy on the Client's behalf, we pass the cost through at cost, with evidence on request, and may require payment in advance for large or non-cancellable items.
3. 9.3Third parties may change their prices or terms. We are not liable for those changes and will tell the Client promptly when we become aware of one that affects the project.

10.Review and acceptance testing

1. 10.1We will tell the Client in Writing when a Deliverable or Milestone is ready for review and provide access to a staging or review environment.
2. 10.2The Client has seven Business Days from that notice to test the Deliverable against the SOW and to give a written list of defects. A defect is a failure of the Deliverable to conform materially to the SOW. A difference of opinion on taste, or a request for something not in the SOW, is a Change Request, not a defect.
3. 10.3We will correct reported defects within a reasonable time, depending on severity: critical defects (the Deliverable cannot be used for its main purpose or is insecure) within three Business Days; major defects within seven Business Days; minor defects in the next scheduled release. We will then re-submit the Deliverable, and the Client has a further three Business Days to confirm the fix.
4. 10.4A Deliverable is accepted on the earliest of: (a) the Client's written approval; (b) the expiry of the review period without a written defect list; and (c) use of the Deliverable in production by the Client. The number of review rounds included is stated in the SOW. Extra rounds are charged as a Change Request.

11.Warranties and defect cover

1. 11.1We warrant that we will perform the Services with reasonable skill and care, using suitably qualified people, and that bespoke Deliverables will conform materially to the SOW during the Warranty Period.
2. 11.2During the Warranty Period we will correct, at no charge, any defect that is reported in Writing and that is not an excluded matter.
3. 11.3The warranty does not cover: changes made by anyone other than us; defects caused by Client Content, Third-Party Materials or third-party service changes; problems caused by misuse, unauthorised access to the Client's accounts, or failure to follow our instructions; compatibility with browsers, devices or systems not agreed in the SOW; or requests for new features.
4. 11.4Except as stated, and to the extent the law allows, we give no other warranty. In particular we do not warrant that a Deliverable will be uninterrupted or error-free, or that it will achieve a particular search ranking, traffic or sales outcome.

12.Ownership, licences and open source

1. 12.1On payment in full of all Fees due under the SOW, we assign to the Client the Intellectual Property Rights in the bespoke Deliverables created specifically for the Client, including design files, custom code and written content authored by us. Until then, we grant the Client a limited licence to use the Deliverables for the purposes agreed, and we retain ownership.
2. 12.2We retain ownership of our pre-existing and general-purpose materials: tools, frameworks, libraries, templates, components, scripts, methods and know-how, whether created before or during the project and not created specifically for the Client. We grant the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and modify them as part of the Deliverables, but not to resell them on their own.
3. 12.3Third-Party Materials, including open-source components, remain subject to their own licences. We will list the principal ones in the handover documentation. The Client agrees to comply with those licences. We will not knowingly include open-source components under a licence that would require the Client to publish its own proprietary source code without telling the Client first.
4. 12.4We retain the right to reuse general skills, knowledge, learnings and non-confidential techniques gained during the project.

13.Client data and data processing

1. 13.1The Client owns its data. Where we process personal data for the Client, the Client is the data controller, we are its data processor, and we comply with the commitments listed in our Privacy Policy, including processing only on documented instructions, confidentiality, appropriate security, sub-processor controls, assistance with data subject requests and breaches, and deletion or return on exit.
2. 13.2The Client shall make sure it has a lawful basis for giving us the data, that its notices to individuals are adequate, and that it has registered with the Data Commissioner where the Data Protection Act, 2019 requires it to.
3. 13.3A separate data processing agreement is available on request and, once signed, forms part of the SOW.

14.Environments and hosting

1. 14.1We build on a private development environment and share work with the Client on a staging environment. Neither is a public service, and neither is covered by a service level.
2. 14.2Unless the SOW says we host the production system, the Client is responsible for hosting, and we will help it set up hosting in the Client's own account so that it controls its own infrastructure.
3. 14.3Where we host the production system under the SOW, we use reputable infrastructure providers, take daily backups kept for 30 days, and monitor availability. Hosting fees, and the support level for hosted systems, are stated in the SOW. We do not guarantee uninterrupted availability, and the providers' own terms apply.

15.Support and maintenance

1. 15.1After the Warranty Period we have no continuing duty to host, monitor, update or support a Deliverable unless the Client has taken a Support Plan. Software ages: platforms, libraries and security conditions change, so we recommend one.
2. 15.2A Support Plan is described in the SOW or in a separate order. The standard tiers are set out in the table below. Fees are stated in the SOW, and response times are targets measured in business hours, not guarantees.

16.Confidentiality and non-solicitation

1. 16.1Each party shall protect the other's Confidential Information as set out in the Terms of Service.
2. 16.2During the engagement and for 12 months after it ends, the Client shall not directly solicit for employment or engagement any of our personnel or contractors who worked on its project, without our written consent. This does not prevent general advertising not targeted at our people, or hiring someone who approaches the Client unprompted. We give the same undertaking to the Client about its personnel.

17.Portfolio, testimonials and case studies

1. 17.1Unless the Client notifies us in Writing before Go-Live, we may describe the project, show non-confidential screens of it and place a credit line on a delivered website, as set out in the Terms of Service.
2. 17.2We will ask for the Client's approval before publishing a testimonial or a detailed case study that names the Client, includes figures or quotes the Client's staff. Approval may be given by email, and withdrawn for future use at any time.

18.Cancellation, kill fee and termination

1. 18.1The Client may cancel a project at any time by Written notice. On cancellation the Client shall pay for all Services performed up to the cancellation date, calculated against the Milestones and, for work in progress, at our agreed rates, together with any non-cancellable third-party costs committed on its behalf.
2. 18.2If the Client cancels after design approval and before Go-Live, it shall also pay a kill fee of 15% of the unbilled balance of the Fees, reflecting the capacity we reserved and could not reassign. No kill fee is payable if the Client cancels before design approval, or if it terminates for our uncured material breach.
3. 18.3Either party may terminate immediately by Written notice for the other's material breach that is not remedied within 14 days of notice, or for insolvency, as set out in the Terms of Service.
4. 18.4The deposit is non-refundable, except where we terminate other than for the Client's breach, or the Client terminates for our uncured material breach, in which case we will refund the portion of Fees paid that relates to work not yet delivered.
5. 18.5On termination we will hand over the work completed and paid for, together with source code, assets and credentials relating to the paid-for portion, within 10 Business Days of cleared payment of all amounts due.

19.Handover and end of engagement

1. 19.1At Go-Live, and again on termination, we provide a handover covering source code in a repository or archive, environment and build instructions, a list of the principal open-source components and their licences, administrative accounts transferred to the Client, and documentation of significant configuration. We aim to do this through a recorded walkthrough.
2. 19.2We will not hold the Client's code, domains, accounts or data hostage. Our right to withhold items is limited to amounts due and unpaid under the clauses above.
3. 19.3Within 60 days after the engagement ends, unless the Client asks us in Writing to keep them or the law requires, we delete or return Client Content and personal data from our systems, and confirm in Writing on request.

20.Liability, disputes and general terms

1. 20.1Our liability is limited as set out in the Terms of Service. Disputes are resolved under the negotiation, mediation and arbitration process in the Terms of Service, governed by the laws of Kenya, with arbitration seated in Nairobi.
2. 20.2The SOW, these Engagement Terms and the Terms of Service form the whole agreement and replace earlier discussions. Any change must be in Writing and agreed by both parties. Electronic signatures and email approvals are valid under Part VIA of the Kenya Information and Communications Act.
3. 20.3We may update these Engagement Terms. A change does not alter a SOW already accepted, unless it is required by law. The current version is published at marabimadeit.co.ke/engagement. Last updated 5 November 2026.