Service Agreement .

1. All services are limited to what is written in the Scope of Work (SOW) document attached to the signed Project Agreement. No work shall be performed outside the defined SOW without a written Change Request approved by both parties.
2. Any feature, page, integration, or function not listed in the SOW is outside scope and requires a written Change Request before work begins. Verbal or informal requests do not constitute scope changes.
3. Content creation — including photography, copywriting, video production, and graphic design assets not specified in the SOW — is the Client's responsibility. Kyfaru is not liable for delays arising from absent or inadequate content.
4. If the Client fails to provide required materials within 5 business days of written request, project timelines extend on a day-for-day basis from the date of the missed deadline. No penalty or claim for delay may be made against Kyfaru where the cause of delay is the Client's failure to deliver required inputs.

1. Kyfaru presents designs for Client approval before development begins. Design approval must be given in writing before Kyfaru proceeds to the build phase.
2. The Client receives up to two (2) revision rounds per design phase. A revision means adjusting existing elements. A redesign — starting over with a fundamentally different direction — constitutes a Change Request and will be quoted accordingly.
3. Design approval is given in writing within 5 business days of presentation. Failure to respond within this period shall be deemed approval of the submitted design, and development may proceed.
4. Once a design section has been approved and built, any change to that built section constitutes a Change Request and will attract additional fees as agreed in writing.
5. Change Requests must be submitted in writing. Kyfaru will respond with the cost and timeline impact within 5 business days. No work on the Change Request begins until the Client approves the quoted cost and pays any required deposit.

1. All bespoke code, designs, database schemas, and documentation created specifically for the Client under this Agreement transfer to the Client upon full and final payment of all outstanding amounts.
2. Until full payment is received, all work product — including partially completed deliverables — remains the exclusive intellectual property of Kyfaru. The Client acquires no rights to unpaid deliverables.
3. Kyfaru retains all pre-existing intellectual property, including frameworks, internal libraries, development methodologies, and reusable components used in the project. Upon full payment, a non-exclusive, perpetual licence to use this pre-existing IP within the Client's system is granted. This licence does not permit use in other projects or redistribution without a separate written licence.
4. The Client warrants that all content provided to Kyfaru — including images, copy, logos, trademarks, and third-party materials — is owned by the Client or properly licensed, and that its use does not infringe third-party intellectual property rights.
5. Kyfaru may include the completed system in its portfolio and marketing materials unless the Client opts out in writing within 30 days of the system's go-live date.

1. The standard handover package includes: full source code repository access, database credentials, hosting account access, API keys, domain registrar login, system architecture documentation, and a one-hour (1hr) training session.
2. Kyfaru does not retain copies of Client credentials after handover, unless the parties have entered a separate Managed Services arrangement in writing.

Both parties agree to the following confidentiality obligations:

1. All project information, technical documentation, business data, and communications exchanged under this Agreement are confidential and shall not be disclosed to any third party without prior written consent of the disclosing party.
2. Neither party shall make any public disclosure, press release, or statement regarding any dispute arising under this Agreement without the prior written consent of the other party.
3. These confidentiality obligations survive the termination of this Agreement for a period of five (5) years from the date of termination.
4. Exemptions apply to disclosures required by law or a court order, provided the disclosing party gives the other party reasonable advance notice where legally permissible.

The Client undertakes to:

1. Designate one (1) authorised decision-maker who is empowered to give binding approvals on behalf of the Client throughout the project.
2. Respond to requests, queries, and approval submissions within 5 business days. Delays caused by the Client's failure to respond will extend project timelines on a day-for-day basis.
3. Provide accurate, complete, and legally usable content and materials in a timely manner.
4. Maintain independent backups of all existing data before any migration, update, or system change. Kyfaru is not liable for any data loss where the Client has not maintained adequate backups.
5. Not modify, alter, or instruct third parties to modify the system without Kyfaru's prior written approval during the project period. Unauthorised modifications void any applicable warranty.
6. Comply with all applicable Kenyan and international laws in connection with the operation and use of the delivered system.

Kyfaru warrants that:

• Services will be delivered with reasonable professional skill and care.
• The system will perform materially in accordance with the agreed SOW at the time of delivery.
• To Kyfaru's knowledge, the deliverables do not infringe the intellectual property rights of any third party.

The Client warrants that:

• It has full legal authority to enter into this Agreement.
• All content and materials provided to Kyfaru are legally usable and do not infringe third-party rights.
• It will operate the delivered system lawfully and in compliance with all applicable laws.

Kyfaru is not liable for:

• Loss of revenue, profits, or anticipated savings.
• Indirect, consequential, incidental, or punitive losses of any kind.
• Data loss or corruption where the Client has not maintained independent backups.
• Issues arising from modifications made to the system by the Client or third parties.
• Outages, failures, or data loss caused by third-party service providers (hosting, DNS, payment gateways, etc.).
• Any loss or damage arising from the Client's failure to comply with Kyfaru's written recommendations.

Kyfaru bears zero liability for system problems, data loss, security incidents, or service failures caused by any of the following:

• Client actions or decisions regarding the operation or configuration of the system.
• Failure by the Client or its staff to implement Kyfaru's written security recommendations.
• Sharing, mishandling, or losing access credentials.
• Unauthorised modifications to the system by the Client or any third party engaged by the Client.
• Failure to renew hosting subscriptions, domain registrations, or third-party service plans in a timely manner.
• Outages or failures attributable to third-party service providers beyond Kyfaru's control.

The Client agrees to indemnify and hold Kyfaru harmless from any claims, costs, or damages arising from the Client's misuse or mismanagement of the delivered system.

1. Many systems built by Kyfaru integrate third-party services such as payment gateways, SMS platforms, email providers, cloud hosting, and mapping services. These services are subject to their own terms, pricing, and availability, which are outside Kyfaru's control.
2. Kyfaru will recommend suitable third-party services but is not responsible for their continued availability, pricing changes, or compliance changes after project delivery.
3. Any third-party service costs (subscriptions, API fees, transactional charges) are the Client's responsibility unless explicitly included in the SOW.

1. Kyfaru designs and provisions infrastructure based on expected traffic and usage projections documented in the SOW. Performance is guaranteed only within those documented parameters.
2. In the event of unexpected traffic spikes or scaling requirements beyond the original specification, Kyfaru will provide a written quote for infrastructure upgrades. Emergency scaling may be performed with Client authorisation and will be invoiced accordingly.
3. Kyfaru is not liable for performance degradation caused by traffic volumes that materially exceed agreed projections, unless the Client has engaged Kyfaru to plan for such volumes.

Termination by Kyfaru:

• With 60 days written notice for termination for convenience.
• Immediately upon the Client's failure to pay any invoice within 14 days of the due date, following a written overdue notice.
• Immediately upon a material breach of this Agreement by the Client that remains uncured for 30 days following written notice of the breach.

Termination by Client:

• With 30 days written notice, subject to the forfeit and payment terms set out in Kyfaru's Refund & Payment Policy.

On Termination:

• All confidential information must be returned or securely destroyed by each party.
• The Client must pay all amounts due for work completed up to the effective termination date.
• Intellectual property transfers to the Client only upon full settlement of all outstanding amounts.

The parties agree to resolve any dispute arising under this Agreement through the following escalating process:

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction in Kenya at any time.

This Agreement is governed by and construed in accordance with the laws of the Republic of Kenya, including the Law of Contract Act, Cap. 23.

Subject to the dispute resolution procedure set out above, both parties irrevocably submit to the jurisdiction of the courts of Kenya for matters that require judicial determination.