Master Services Agreement
This Agreement outlines the standard terms for our development engagements.
1. Scope of Work
2.1 The Developer shall design, develop, and deliver a service‑based website (or other software as agreed) that includes features specified in the proposal/invoice.
2.2 The shop/ecommerce section (if applicable) shall enable customers to view listed products and place orders. Payment processing, logistics, inventory management, and third‑party integrations shall only be included if expressly agreed in writing.
2.3 Any additional features, revisions beyond reasonable iterations, integrations, or services not expressly stated in this Agreement shall constitute out‑of‑scope work and shall require a separate written agreement and additional fees.
2.4 The Developer shall not be responsible for content accuracy, legal compliance of products, pricing errors, or business decisions made by the Client.
2. Project Timeline
The anticipated completion date will be specified in the project proposal, subject to:
- Timely provision of content, approvals, credentials, and feedback by the Client.
- No material changes to the project scope.
Delays caused by the Client shall automatically extend the completion timeline without penalty to the Developer.
3. Payment Terms
3.1 Deposit
35% of the total project fee is payable upon signing/start. The deposit is non‑refundable under all circumstances.
3.2 Balance
The remaining 65% is payable immediately upon completion and acceptance of the website/software.
3.3 Payment Deadline
The balance must be paid within fourteen (14) days of completion and acceptance.
3.4 Late Payment
Any overdue amount shall attract interest at 10% per month, compounded monthly, until paid in full.
3.5 Enforcement Rights
In the event of non‑payment, the Developer reserves the absolute right to:
- Suspend services.
- Disable or restrict access to the website.
- Withhold source code, credentials, and deliverables.
- Retain full ownership of all intellectual property until full payment is received.
4. Acceptance
The website shall be deemed accepted upon the earlier of:
- Written confirmation of acceptance by the Company; or
- Use, publication, or deployment of the website by the Company.
Minor issues or cosmetic adjustments shall not constitute grounds for non‑payment.
5. Intellectual Property
6.1 All source code, designs, layouts, documentation, and related materials remain the exclusive intellectual property of the Developer until full payment of all amounts due.
6.2 Upon full payment, ownership of the final delivered website (excluding pre‑existing tools, frameworks, libraries, and reusable components) shall transfer to the Client.
6.3 The Developer retains the irrevocable right to use the project for portfolio, marketing, and demonstration purposes.
6. Confidentiality & Data Protection
Each Party shall keep confidential all proprietary information. Both Parties shall comply with the Kenya Data Protection Act, 2019.
7. Warranties & Liability
The Developer provides the website "as‑is" and does not warrant uninterrupted operation. To the maximum extent permitted by law, the Developer shall not be liable for loss of profits, revenue, or data. The Developer’s total liability shall not exceed the total fees actually paid by the Client.
8. Termination
Either Party may terminate this Agreement by written notice. If the Client terminates early, the deposit remains non‑refundable and the Developer shall be paid for all work completed up to the termination date.
9. Governing Law
This Agreement shall be governed by the laws of the Republic of Kenya. Disputes shall be resolved by arbitration in Nairobi.
Signatures
For the Client
Signature above
Name & Title
For the Developer
Imran Shiundu
Date
2/25/2026