Terms of engagement

How an engagement is formed

1. A proposal we issue is an invitation to discuss, not an offer capable of acceptance. An engagement begins when both parties sign a statement of work identifying the scope, the team, the charges and the service tier.
2. Each statement of work is a separate contract incorporating these terms. Terminating one does not terminate another.
3. Nothing said in a meeting, a proposal or a message varies a signed statement of work. Clause 3 is the only route to changing one.

What we commit to

1. We will perform the services with the reasonable skill and care of a competent professional supplier in our field, and in accordance with the statement of work.
2. Named people. The statement of work names the engineers on the engagement. We will not rotate a named person off it without your consent, except where they leave the firm, are unavailable through illness or leave, or you ask us to. Where we must replace someone, we provide an equivalently skilled replacement at our cost, including the cost of bringing them up to speed. Bench cover is our obligation, not your risk.
3. Documentation. Work is documented as it is done, not retrospectively. A unit of work is not complete until what was done, why, and how to verify it has been written down and reviewed.
4. Review. No engineer approves their own work. Every change is reviewed by someone other than its author before release.
5. Reporting. You receive delivery reporting at the cadence in the statement of work, showing progress against the agreed scope, what is blocked, and by whom.

Scope, change and variation

1. Change is handled through a written variation rather than absorbed silently. Either party may propose one.
2. A variation states what changes in scope, what it does to the timeline, and what it does to the charges. It takes effect when both parties sign it, and not before.
3. We will tell you when a request falls outside the agreed scope rather than quietly absorbing it and reporting a delay later. Where we begin work on an unsigned variation at your written request, it is charged at the rates in the statement of work if the variation is not subsequently signed.

What we need from you

1. Timely access to the people, systems, environments, credentials and information the engagement depends on, and a named person empowered to make decisions.
2. Decisions within the timescales recorded in the statement of work. Where a decision or an access request is outstanding and is holding work up, we will record it as blocked, tell you, and stop billing time that cannot be worked.
3. Accurate information. We are entitled to rely on what you tell us about your systems, your obligations and your data without independently verifying it.
4. Where a delay is caused by something in this clause, timelines extend by the period of the delay and we may charge for team time reserved and not reasonably redeployable, having told you first.

Service levels and credits

1. Where the statement of work includes support or managed service, it names the tier. The tier framework published on this site describes the shape of those commitments; the targets that bind us are the ones written into your statement of work, and they are agreed against the composite service levels of the underlying infrastructure rather than quoted from a brochure.
2. Availability is measured monthly, excluding planned maintenance notified in advance, your own systems and third-party services outside our control, and any period during which we are prevented from working by clause 4.
3. Where the statement of work provides service credits and we miss an availability target, you may claim a credit against the following month's service charge. Credits are claimed in writing within thirty days of the end of the month concerned.
4. Credits in any month are capped at 10% of that month's service charge, and are your exclusive financial remedy for a missed availability target. They are not a limitation on any other claim.

Charges, invoicing and payment

1. Charges are as stated in the statement of work, exclusive of value added tax and any other tax or duty, which are added where applicable.
2. Invoices are payable within 30 days of the invoice date. Where you dispute part of an invoice, pay the undisputed part on time and raise the disputed part in writing within fourteen days.
3. We may charge interest on overdue sums at 2% per month, and may suspend services on fourteen days' written notice where an undisputed invoice is more than thirty days overdue. Suspension does not relieve you of charges for the suspended period on a dedicated team engagement.
4. Reasonable expenses agreed in advance are charged at cost, with receipts.

Intellectual property

1. Your material. Everything you provide remains yours. You grant us the licence necessary to perform the services and nothing more.
2. Work product. All intellectual property in the deliverables we create specifically for you under a statement of work vests in you on payment of the charges to which it relates. Until then we hold it and grant you a licence to use it for the purposes of the engagement.
3. Our background material. Tools, libraries, frameworks, methods and know-how that existed before the engagement or were developed independently of it remain ours. Where a deliverable incorporates any of it, we grant you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify and maintain it as part of that deliverable, including through another supplier.
4. Open source. Third-party open source components remain under their own licences. We tell you what has been used and under what licence, and we do not introduce a component whose licence conflicts with the use you have told us you intend.
5. We retain the right to use the general skills, experience and know-how gained on an engagement. This does not entitle us to use your confidential information or your material.

Source escrow

1. Source escrow is available on request. Where you ask for it, we agree the escrow agent, the deposit and verification schedule and the release events in a separate tripartite agreement with that agent.
2. The agent's fees are payable by you unless the statement of work says otherwise. Escrow is not in place until that agreement is executed, and we will not represent it as in place before then.

Confidentiality

1. Each party keeps the other's confidential information confidential, uses it only for the engagement, and discloses it only to those who need it and are under equivalent obligations.
2. This does not apply to information that is public other than through a breach, was already lawfully held, is independently developed, or must be disclosed by law — and where disclosure is compelled, the disclosing party tells the other first where it is lawful to do so.
3. These obligations continue for five years after the engagement ends, and indefinitely for anything that is a trade secret.
4. We will not name you as a client, or describe the engagement publicly, without your written consent.

Data protection

1. Where we process personal data on your behalf you are the controller and we are the processor, and the data processing addendum applies. It forms part of every engagement in which personal data is processed and prevails over these terms on any data protection question.
2. Each party complies with the Kenya Data Protection Act 2019 and, where it applies, the GDPR.

Warranties and defect correction

1. We warrant that the deliverables will conform in material respects to the specification in the statement of work for 90 days after acceptance.
2. Where a deliverable does not, tell us and we will correct it at our cost within a reasonable period. That is your exclusive remedy for a defect, and it is not limited by clause 13.
3. The warranty does not cover a defect caused by your modification of a deliverable, by use outside the specification, or by a third-party system we do not control.
4. Except as expressly stated, all warranties implied by statute or common law are excluded to the extent the law permits. We do not warrant that software will be free of every defect, which is not a thing any honest supplier can promise.

Liability

1. Neither party excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law does not permit to be excluded.
2. Neither party is liable for loss of profit, revenue, anticipated savings, goodwill or business opportunity, or for indirect or consequential loss, however arising.
3. Each party's total liability under a statement of work is limited to the charges paid and payable under it in the 12 months before the event giving rise to the claim.
4. The cap in clause 13.3 does not apply to your obligation to pay charges, to a breach of clause 9, or to a liability arising under the data processing addendum that data protection law does not permit to be limited.

Term, scale-down and termination

1. A dedicated engineering team engagement runs for a minimum term of 90 days. After that, you may reduce the team on 30 days' written notice.
2. Either party may terminate a statement of work for convenience on 60 days' written notice, subject to any minimum term.
3. Either party may terminate immediately where the other commits a material breach that is not remedied within thirty days of written notice, or becomes insolvent.
4. On termination you pay for services performed and commitments reasonably incurred up to the termination date. Clause 15 applies however the engagement ends, including where we terminate for your breach.

Handover

1. Every engagement concludes with a documented handover. It is a contractual obligation, not a courtesy, and it is performed whether the engagement ends on completion, on notice or on breach.
2. Handover comprises the architecture decision records, the runbooks needed to operate what we built, the source and its history, and the transfer of credentials and administrative access to you or to whoever you nominate.
3. Handover is completed within thirty days of the end of the engagement. Reasonable assistance beyond that is available at the rates in the statement of work.
4. We will not withhold handover material as leverage in a payment dispute, save that title in unpaid-for work product does not pass until it is paid for under clause 8.2.

Personnel

1. Neither party will solicit or employ a person involved in the engagement for the other party during it and for 12 months afterwards, without the other's written consent.
2. This does not prevent employment following a public advertisement not directed at that person.
3. Our people are our employees or contractors. Nothing in an engagement makes them yours, and nothing creates a partnership, joint venture or employment relationship between the parties.

Matters outside reasonable control

1. Neither party is liable for a failure caused by something outside its reasonable control, including national infrastructure failure, natural disaster and civil disturbance. The affected party tells the other promptly and takes reasonable steps to mitigate.
2. Where such an event continues for more than sixty days, either party may terminate the affected statement of work on written notice without further liability, and clause 15 applies.

General

1. Neither party may assign a statement of work without the other's consent, which is not to be unreasonably withheld, save that either may assign to a group company or on a sale of its business.
2. Notices are given in writing to the addresses in the statement of work. Notice by email is effective where receipt is acknowledged.
3. A statement of work, these terms and the documents they incorporate are the entire agreement between the parties on their subject matter, and supersede anything said or written beforehand. Nothing limits liability for fraudulent misrepresentation.
4. A failure to enforce a term is not a waiver of it. If any term is unenforceable, the rest continue and the term is applied to the extent it can be. No third party may enforce these terms.

Governing law and disputes

1. These terms and each statement of work are governed by the laws of the Republic of Kenya.
2. The parties will first attempt to resolve any dispute by escalation: the engagement leads, then the Director of Delivery and your equivalent, then the Managing Director. Each stage has fourteen days.
3. Failing that, the dispute is subject to the exclusive jurisdiction of the courts of Kenya. Nothing prevents either party seeking urgent injunctive relief at any time.