Terms & Conditions

Effective Date: December 16, 2024

1. Acceptance of Terms

By accessing, browsing, or using the services, websites, or applications ("Services") provided by AgileWeb Custom Systems Innovations Ltd. ("AgileWeb", "we", "us", "our"), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and our Privacy Policy.

If you do not agree to these terms, you must discontinue use of our Services immediately. These terms constitute a legally binding agreement between you and AgileWeb Custom Systems Innovations Ltd.

2. Services Provided

AgileWeb provides custom software development, web development, mobile application development, cloud security services, IT consultation, and related technology solutions. Our services include but are not limited to:

  • Custom software and web application development
  • E-commerce platform development and integration
  • Mobile application development (iOS and Android)
  • Cloud infrastructure security and management
  • CRM system development and customization
  • Website design, development, and maintenance
  • Digital marketing and SEO services
  • Technical support and software maintenance

3. Intellectual Property Rights

All content, trademarks, service marks, logos, designs, code, documentation, and other intellectual property related to our Services are the exclusive property of AgileWeb Custom Systems Innovations Ltd. or our licensors. This includes:

  • Source code, object code, and software architecture
  • Website designs, graphics, and user interfaces
  • Documentation, manuals, and technical specifications
  • Trademarks, logos, and brand identities
  • Proprietary methodologies and business processes

Unauthorized reproduction, distribution, modification, or use of our intellectual property is strictly prohibited and may result in civil and criminal legal action. Upon full payment for custom development work, clients receive a license to use the delivered software for their business purposes, but ownership of underlying frameworks and reusable components remains with AgileWeb unless otherwise specified in writing.

4. User Responsibilities

As a user of our Services, you agree to:

  • Provide accurate and complete information when requesting services or quotes
  • Maintain the confidentiality of any login credentials or access information
  • Use our Services only for lawful purposes and in compliance with all applicable laws
  • Not attempt to gain unauthorized access to our systems or networks
  • Not use our Services to transmit malicious code, viruses, or harmful content
  • Cooperate with us in good faith throughout project development and implementation
  • Provide timely feedback and approvals as required for project completion

5. Payments and Billing

All payments for services must be made in accordance with the terms specified in the project proposal, service agreement, or invoice. Our payment terms typically include:

  • Project deposits: A deposit (typically 30-50%) is required before project commencement
  • Milestone payments: Payments may be structured based on project milestones
  • Final payment: Full payment is required before final delivery and deployment
  • Recurring services: Monthly or annual subscriptions for maintenance and support
  • Late payments: A late fee of 2% per month may be charged on overdue amounts

We accept payments via bank transfer, M-Pesa, and other approved payment methods. We reserve the right to suspend or terminate services for late or missed payments. Any applicable late fees, interest charges, or collection costs will be outlined in your service agreement.

6. Project Scope and Changes

The scope of work for each project will be clearly defined in a written proposal or statement of work. Any changes to the agreed scope must be documented in writing and may result in additional fees and timeline extensions. We will provide change orders for approval before implementing significant scope changes.

7. Warranties and Disclaimers

AgileWeb warrants that services will be performed in a professional and workmanlike manner. However, we make no warranties regarding:

  • Uninterrupted or error-free operation of software or websites
  • Compatibility with all third-party systems or future technology changes
  • Results achieved through use of our services (e.g., website traffic, sales conversions)
  • Security against all possible cyber threats or attacks

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

To the fullest extent permitted by applicable law, AgileWeb Custom Systems Innovations Ltd. shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses resulting from:

  • Your use or inability to use our Services
  • Unauthorized access to or alteration of your data
  • Third-party conduct or content on our Services
  • Any other matter relating to our Services

Our total liability for any claims related to our Services shall not exceed the amount paid by you to AgileWeb in the twelve (12) months preceding the claim.

9. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary or sensitive information ("Confidential Information") shared during the course of a project. This includes:

  • Business plans, strategies, and financial information
  • Technical specifications, source code, and designs
  • Customer data and user information
  • Trade secrets and proprietary methodologies

This confidentiality obligation extends beyond the termination of any service agreement and does not apply to information that is publicly available or independently developed. Both parties may disclose Confidential Information when required by law or court order.

10. Third-Party Services and Integrations

Our Services may integrate with or rely on third-party platforms, APIs, tools, or services (e.g., payment gateways, hosting providers, analytics platforms). While we strive for seamless integration and reliable operation:

  • We are not responsible for failures, outages, or issues originating from third-party services
  • We do not guarantee the continued availability of third-party integrations
  • You are responsible for maintaining any required licenses or agreements with third parties
  • Additional fees may apply for third-party services

11. Data Protection and Privacy

We are committed to protecting your data and privacy. Our data handling practices comply with Kenya's Data Protection Act (2019), GDPR (where applicable), and other relevant data protection regulations. For comprehensive information about how we collect, use, and protect your personal data, please review our Privacy Policy.

We implement industry-standard security measures including encryption, access controls, and regular security audits. However, no method of transmission or storage is 100% secure, and we cannot guarantee absolute security.

12. Termination

Either party may terminate a service agreement with written notice according to the terms specified in the agreement. Upon termination:

  • You must pay for all services rendered up to the termination date
  • We will provide you with all work completed to date (upon full payment)
  • Recurring subscriptions will be cancelled at the end of the current billing period
  • Access to hosted services or platforms may be suspended or terminated

We reserve the right to immediately terminate services if you breach these Terms, engage in fraudulent activity, or use our Services for illegal purposes.

13. Indemnification

You agree to indemnify, defend, and hold harmless AgileWeb Custom Systems Innovations Ltd., its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

  • Your use of our Services
  • Your violation of these Terms
  • Your violation of any third-party rights
  • Content or data you provide to us

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet failures, or power outages.

15. Amendments to Terms

We reserve the right to modify, update, or replace these Terms at any time at our sole discretion. We will provide notice of significant changes by:

  • Posting the updated Terms on our website with a new "Effective Date"
  • Sending email notification to registered users (where applicable)
  • Displaying a prominent notice on our homepage

Your continued use of our Services after any changes constitutes acceptance of the new Terms. We encourage you to review these Terms periodically.

16. Governing Law and Jurisdiction

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of law provisions. All disputes, controversies, or claims arising out of or relating to these Terms or our Services shall be subject to the exclusive jurisdiction of the courts located in Nairobi, Kenya.

Both parties agree to first attempt to resolve any disputes through good faith negotiations. If negotiations fail, disputes may be submitted to mediation before pursuing litigation.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18. Entire Agreement

These Terms, together with any service agreements, proposals, and our Privacy Policy, constitute the entire agreement between you and AgileWeb Custom Systems Innovations Ltd. regarding the use of our Services and supersede all prior agreements and understandings, whether written or oral.

19. Contact Information

If you have any questions, concerns, or disputes regarding these Terms & Conditions, please contact us: