Terms & Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "you", "your") and Afrisyntech ("we", "us", "our", "Company"), a technology company incorporated in Kenya, providing AI automation, software development, and digital services.

These Terms apply to all visitors, clients, users, and others who access or use our services through any medium — including our website, direct engagement, WhatsApp consultations, or signed service agreements.

These Terms are to be read alongside our Privacy Policy, which forms part of this agreement.

In these Terms, the following definitions apply:

• "Services" — all AI automation, software development, system integration, analytics, consulting, and related digital services offered by Afrisyntech.
• "Client" — any individual, business, or organisation that engages Afrisyntech for services.
• "Service Agreement" — a separate written contract, scope of work, proposal, or purchase order agreed between Afrisyntech and a Client.
• "Platform" — any software, system, dashboard, or tool built, deployed, or maintained by Afrisyntech for or on behalf of a Client.
• "Deliverables" — any work product, code, automation, report, or output produced by Afrisyntech under a Service Agreement.
• "Client Data" — all data, content, and information provided by the Client in connection with the services.
• "Intellectual Property" — patents, copyrights, trademarks, trade secrets, software code, designs, and all other proprietary rights.
• "Fees" — all amounts payable by the Client to Afrisyntech for the services as set out in the applicable Service Agreement.

Afrisyntech provides the following categories of services to SMEs and organisations:

The specific scope, deliverables, timelines, and fees for any engagement are governed by a separate Service Agreement between Afrisyntech and the Client. In the event of any conflict between a Service Agreement and these Terms, the Service Agreement shall prevail.

Where Afrisyntech provides access to a client portal, dashboard, or software platform, the following applies:

• You are responsible for maintaining the confidentiality of your login credentials.
• You must notify us immediately of any suspected unauthorised access or security breach at your account.
• You may not share access credentials with individuals outside your authorised team without our written consent.
• We reserve the right to suspend or terminate access where we suspect misuse, security risks, or a breach of these Terms.
• All platform activity conducted through your account is deemed to have been authorised by you.

To enable Afrisyntech to deliver services effectively, you agree to:

1. Provide accurate, complete, and up-to-date information necessary for the delivery of services, including business workflows, data, and system access details.
2. Ensure that all data and content you provide to us does not infringe any third-party intellectual property rights, privacy rights, or applicable law.
3. Designate an authorised point of contact to liaise with our team throughout the engagement.
4. Make timely decisions and provide feedback where required to avoid project delays.
5. Pay all Fees in accordance with the payment schedule set out in your Service Agreement.
6. Comply with all applicable Kenyan laws and regulations in connection with your use of our services.
7. Not misuse, reverse-engineer, or attempt to extract proprietary elements of any platform, tool, or system we deploy.

6.1 Fees

All fees for services are as specified in the applicable Service Agreement or proposal document. Unless stated otherwise, all fees are quoted in Kenyan Shillings (KES) exclusive of applicable taxes.

6.2 Payment Terms

• Unless otherwise agreed, a deposit of 50% of the project fee is payable before work commences, with the balance due upon completion or as per the agreed milestone schedule.
• Ongoing retainer and subscription services are payable in advance at the start of each billing period.
• Invoices are due within 14 calendar days of the invoice date unless a different period is agreed in writing.

6.3 Late Payment

• Afrisyntech reserves the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by Kenyan law, whichever is lower).
• We may suspend active services where payment is more than 21 days overdue without liability to you for any resulting interruption.
• You shall bear all reasonable costs of debt recovery, including legal fees, where applicable.

6.4 Taxes

You are responsible for all applicable taxes, duties, levies, or charges imposed by Kenyan or other relevant authorities on the services you receive. Where we are required by law to collect and remit taxes (including VAT or withholding tax), these will be itemised on the invoice.

6.5 Refunds

• Deposits paid to commence a project are non-refundable once work has begun, unless Afrisyntech fails to deliver as agreed.
• Milestone payments already earned and delivered are non-refundable.
• Disputes regarding billing must be raised in writing within 30 days of the invoice date.

7.1 Afrisyntech IP

All intellectual property owned or developed by Afrisyntech prior to or independently of any Client engagement — including proprietary frameworks, methodologies, tools, templates, code libraries, AI models, and platform infrastructure — remains exclusively the property of Afrisyntech. No rights in our pre-existing IP are transferred to you under these Terms or any Service Agreement unless expressly stated in writing.

7.2 Client IP & Data

All data, content, trademarks, and materials you provide to us remain your property. You grant Afrisyntech a limited, non-exclusive licence to use such materials solely for the purpose of delivering the contracted services.

7.3 Deliverables

Ownership of custom deliverables (e.g. bespoke software, custom automations, reports) is as specified in the Service Agreement. Unless otherwise stated:

• Upon full payment of all fees, the Client shall own the custom deliverables created specifically for them.
• Afrisyntech retains a licence to use the work for portfolio and reference purposes, subject to confidentiality obligations.
• Any third-party open-source components incorporated in deliverables remain subject to their respective licences.

7.4 Feedback

Any feedback, suggestions, or ideas you provide to improve our services may be used by Afrisyntech without restriction or compensation, unless separately agreed in writing.

Each party may disclose confidential information to the other in connection with the services. Both parties agree to:

• Keep all confidential information strictly confidential and not disclose it to any third party without prior written consent.
• Use confidential information solely for the purpose of fulfilling obligations under the service engagement.
• Apply at least the same degree of care to the other party's confidential information as they apply to their own (and no less than reasonable care).
• Return or destroy confidential information upon request or termination of the engagement.

These obligations do not apply to information that is or becomes publicly known through no breach of this agreement, was already known prior to disclosure, or is required to be disclosed by Kenyan law or court order.

The collection and processing of personal data in connection with our services is governed by our Privacy Policy, which forms part of these Terms.

• You warrant that any personal data you provide to us for processing was collected lawfully and with appropriate consent under Kenya's Data Protection Act, 2019.
• Where Afrisyntech processes personal data on your behalf (acting as a data processor), we will do so only on your documented instructions and in accordance with applicable data protection law.
• You remain the data controller responsible for ensuring the lawfulness of the data you share with us.
• Both parties agree to cooperate in responding to any data subject access requests or regulatory investigations that arise from the engagement.

10.1 Afrisyntech Warrants

• We will deliver services with reasonable skill, care, and diligence consistent with industry standards.
• We will not knowingly infringe any third-party intellectual property rights in providing services.
• Our personnel and sub-contractors engaged in your project are qualified and competent for the tasks assigned.

10.2 Client Warrants

• You have the legal authority to enter into a binding agreement with Afrisyntech.
• All information you provide to us is accurate and not misleading.
• Your use of our services will comply with all applicable Kenyan laws, including but not limited to the Data Protection Act, 2019, the Computer Misuse and Cybercrimes Act, 2018, and relevant sector regulations.

To the maximum extent permitted by applicable Kenyan law:

• Afrisyntech's total aggregate liability to you for any claim arising from or in connection with services (whether in contract, tort, or otherwise) shall not exceed the total fees paid by you to Afrisyntech in the three (3) months preceding the claim.
• We shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages — including loss of revenue, loss of profit, loss of data, or loss of business opportunity — even if we have been advised of the possibility of such damages.
• We shall not be liable for delays or failures caused by factors beyond our reasonable control, including but not limited to power outages, internet service disruptions, third-party platform changes, government actions, or force majeure events.

Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, death, or personal injury caused by our negligence, where such limitation is prohibited by Kenyan law.

You agree not to use Afrisyntech's services or platforms to:

• Engage in any unlawful activity or violate any applicable Kenyan or international law or regulation
• Transmit, upload, or distribute malware, viruses, spam, or any harmful or disruptive code
• Reverse-engineer, decompile, disassemble, or attempt to extract source code from any platform or software we provide
• Impersonate another person, business, or entity, or misrepresent your identity
• Harass, defame, or harm Afrisyntech staff, clients, or third parties
• Use our AI tools to create, spread, or amplify false, misleading, or harmful content
• Breach or circumvent any access controls, security features, or usage limits on platforms we operate
• Resell or sublicense our services to third parties without express written consent
• Use automated tools to scrape, crawl, or extract data from our platforms without authorisation

13.1 Termination by the Client

You may terminate a Service Agreement by providing written notice in accordance with the notice period specified therein (typically 30 days). Fees for work completed up to the termination date remain payable.

13.2 Termination by Afrisyntech

We may terminate or suspend services immediately, without notice, if:

• You materially breach these Terms or a Service Agreement and fail to remedy the breach within 14 days of written notice
• You engage in any prohibited conduct as described in Section 12
• Payment is overdue by more than 30 days despite formal demand
• You become insolvent, enter administration, or are subject to winding-up proceedings

13.3 Effect of Termination

• All outstanding fees become immediately due and payable.
• Licences granted to you for use of our platforms or tools will cease immediately.
• Provisions that by their nature survive termination (including IP, confidentiality, liability, and dispute resolution) shall continue in full force.
• We will return or securely delete your Client Data within 30 days of termination, unless required by law to retain it.

We value every client relationship and prefer to resolve disputes amicably. The following process applies:

1. Negotiation: Either party may raise a dispute by notifying the other in writing. Both parties will attempt to resolve the matter through good-faith negotiation within 21 days of notification.
2. Mediation: If negotiation fails, either party may refer the dispute to mediation administered by the Nairobi Centre for International Arbitration (NCIA) or a mutually agreed mediator. The cost of mediation shall be shared equally.
3. Arbitration: If mediation does not resolve the dispute within 30 days, the matter shall be submitted to binding arbitration under the Arbitration Act, 1995 (Kenya), conducted in Nairobi in English. The arbitrator's decision shall be final and binding.

These Terms and all Service Agreements shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict-of-law principles.

Subject to the dispute resolution process in Section 14, the parties submit to the exclusive jurisdiction of the High Court of Kenya at Nairobi for the resolution of any dispute that requires court proceedings.

• Entire Agreement: These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or understandings.
• Severability: If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by Afrisyntech to enforce any right under these Terms shall not constitute a waiver of that right or any future right.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. Afrisyntech may assign its rights to a successor entity without restriction.
• Force Majeure: Neither party shall be liable for failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, government actions, internet outages, or natural disasters. The affected party must notify the other promptly.
• Amendments: We may update these Terms from time to time. Material changes will be communicated with at least 14 days' notice. Continued use of our services after the effective date constitutes acceptance.
• Notices: Formal notices under these Terms must be in writing and delivered by email with read receipt or by registered post to the parties' addresses on record.
• Language: These Terms are written in English, which shall be the governing language in any dispute.
• No Partnership: Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties. Afrisyntech acts as an independent contractor.

For any questions about these Terms, to exercise your rights, or to raise a concern, please contact us through:

• Email: legal@afrisyntech.com
• General: hello@afrisyntech.com
• WhatsApp: +254 116 217 380
• Website: Contact Page
• Office: Nairobi, Kenya

We aim to respond to all formal enquiries within 5 business days.