Master Services Agreement
This Agreement outlines the standard terms governing our software development and consulting engagements.
This Agreement together with the project proposal, quotation, or invoice constitutes the entire agreement between the Developer and the Client.
1. Scope of Work
1.1 The Developer shall design, develop, and deliver the project as described in the attached proposal, quotation, or invoice ("Proposal"), which is incorporated into this Agreement by reference.
1.2 The Proposal shall specify the deliverables, features, technology stack, platform requirements, and any integration requirements.
1.3 E-commerce or payment features (if applicable) shall enable customers to view products and place orders. Payment processing, logistics, inventory management, and third-party integrations are only included if expressly stated in the Proposal.
1.4 Any features, functionality, revisions, integrations, or services not expressly listed in the Proposal shall constitute out-of-scope work and shall require a written change order and may incur additional fees.
1.5 The Developer is not responsible for content accuracy, legal compliance of the Client's products or services, pricing decisions, or business outcomes resulting from the delivered project.
2. Project Timeline
The estimated completion date will be specified in the Proposal, and is subject to:
- Timely provision of content, assets, credentials, feedback, and approvals by the Client (expected within 3–5 business days per review cycle).
- No material changes to the agreed scope.
- Availability of third-party services or integrations.
Delays caused by the Client shall automatically extend the delivery timeline without penalty to the Developer. The Developer shall notify the Client in writing of any anticipated delays.
3. Payment Terms
3.1 Deposit
35% of the total project fee is due upon signing or commencement. This deposit is non-refundable under all circumstances as it reserves dedicated development capacity and resources.
3.2 Milestone Payments (if applicable)
For projects exceeding $3,000 USD (or equivalent), payments may be structured into milestones as defined in the Proposal. Each milestone payment is due upon delivery and written approval of that phase.
3.3 Final Balance
The remaining 65% (or final milestone) is due within 14 calendar days of delivery and acceptance of the completed project.
3.4 Late Payment
Overdue amounts shall accrue interest at 10% per month, compounded monthly, until paid in full. The Developer reserves the right to:
- Suspend all work and services immediately.
- Disable or restrict access to the website, codebase, and hosting.
- Withhold delivery of source code, assets, credentials, and all deliverables.
- Retain full ownership of all work product until full payment is received.
4. Acceptance & Delivery
The project shall be deemed accepted upon the earlier of:
- Written confirmation of acceptance by the Client; or
- Deployment, publication, or live use of the project by the Client; or
- 14 calendar days after delivery notification without the Client raising specific, documented issues.
Minor visual adjustments, content updates, or non-functional preferences shall not constitute grounds for withholding payment or rejecting acceptance.
5. Intellectual Property
5.1 All source code, designs, layouts, documentation, databases, and related materials remain the exclusive intellectual property of the Developer until full payment of all amounts due has been received and cleared.
5.2 Upon full payment, ownership of the final, custom-developed deliverables (excluding pre-existing tools, frameworks, libraries, and reusable components) transfers to the Client.
5.3 Pre-existing code, design systems, utilities, and libraries owned by the Developer before the project remain the Developer's property. The Client receives a perpetual, royalty-free, non-exclusive license to use them as part of the delivered project.
5.4 The Developer retains the irrevocable, perpetual right to display the project in their portfolio, case studies, and marketing materials, unless a separate written NDA explicitly restricts this.
5.5 Open-source components used remain under their respective licenses, which the Client must comply with.
6. Confidentiality & Data Protection
6.1 Both parties agree to keep all proprietary information, trade secrets, business processes, and technical data strictly confidential. This obligation survives termination for a period of 3 years.
6.2 Both parties shall comply with the Kenya Data Protection Act, 2019 and applicable data protection laws when processing personal data.
6.3 The Developer shall implement appropriate technical and organizational measures to protect Client data.
7. Warranties & Liability
7.1 The Developer warrants that services will be performed with reasonable professional skill and care.
7.2 The project is provided "as is" except as expressly stated. The Developer does not warrant uninterrupted or error-free operation, or that the project will achieve specific business results.
7.3 To the maximum extent permitted by law, the Developer's total liability shall not exceed the total fees actually paid by the Client for the specific project.
7.4 In no event shall the Developer be liable for indirect, consequential, or incidental damages, including lost profits, lost revenue, data loss, or business interruption.
8. Termination
8.1 Either party may terminate this Agreement with 7 days written notice.
8.2 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, at the proportional contract rate.
8.3 The Developer may terminate immediately if the Client fails to make payments or materially breaches these terms.
8.4 Upon termination and full payment, the Developer shall deliver all completed work products.
9. Governing Law & Dispute Resolution
9.1 This Agreement shall be governed by the laws of the Republic of Kenya.
9.2 Any dispute shall first be attempted through informal negotiation. If unresolved within 14 days, the dispute shall be referred to binding arbitration in Nairobi, Kenya, conducted in English, under the rules of the Chartered Institute of Arbitrators (Kenya Branch).
9.3 The arbitrator's decision shall be final and binding on both parties.
10. General Provisions
10.1 Entire Agreement: This Agreement, together with the Proposal and any change orders, constitutes the entire agreement and supersedes all prior discussions.
10.2 Amendment: Amendments must be in writing and signed by both parties.
10.3 Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force.
10.4 Force Majeure: Neither party is liable for delays caused by events beyond reasonable control.
Signatures
By signing below, both parties agree to the terms of this Agreement.
For the Client
Signature above
Name & Title
Date
For the Developer
Imran Shiundu
Name
Imran Shiundu
Date
7/30/2026