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Terms Of Service

1. INTRODUCTION

Welcome to the professional services of George Ongoro. These Terms of Service ("Terms") govern the relationship between George Ongoro ("Developer," "I," "me," or "my") and clients who engage my web development and software development services ("Client," "you," or "your"). By engaging my services or signing a project agreement, you agree to be bound by these Terms.

2. SERVICES

2.1 Service Description

I provide professional web development and software development services, which may include but are not limited to: website design and development, web application development, mobile application development, software programming, debugging, maintenance, updates, and related consulting services (collectively, the "Services").

2.2 Project Scope

he specific deliverables, timelines, and specifications for each project will be defined in a separate Project Agreement or Statement of Work (SOW) that we both agree to. Any work not explicitly stated in the Project Agreement is considered out of scope.

2.3 Change Requests

Changes to the agreed project scope must be submitted in writing. I reserve the right to adjust project timelines and costs to accommodate change requests. No additional work will commence until we mutually agree on revised terms.

3. FEES AND PAYMENT

3.1 Fee Structure

My fees will be clearly stated in the Project Agreement and may be structured as:

• Fixed project fee
• Hourly rate
• Monthly retainer
• Milestone-based payments

3.2 Payment Schedule

Unless otherwise specified in the Project Agreement:

• For projects under KES 50,000 50% deposit before work begins, 50% upon completion
• For larger projects: 30% initial deposit, 30% at midpoint milestone, 40% upon completion
• For hourly work: Invoiced bi-weekly or monthly as specified in our agreement

3.3 Late Payments

Invoices are due within 14 days of issuance. Late payments will incur a fee of 1.5% per month or the maximum rate permitted by law, whichever is lower. I reserve the right to pause work on projects with outstanding balances over 30 days.

3.4 Expenses

Client shall reimburse reasonable and necessary expenses incurred in providing the Services (e.g., stock photos, fonts, plugins, third-party services) when pre-approved in writing.

4. CLIENT RESPONSIBILITIES

4.1 Timely Communication

You agree to respond to inquiries, provide feedback, and supply necessary materials within 5 business days unless otherwise agreed upon. Delays in client communication may result in project timeline adjustments.

4.2 Content and Materials

You are responsible for providing all content (text, images, logos, etc.) needed for the project in the specified format and timeframe. Delays in providing materials may impact project deadlines.

4.3 Review and Approval

You agree to review and provide feedback on deliverables within the timeframes specified in the Project Agreement. Failure to provide feedback within these timeframes may be deemed as acceptance of the deliverables.

6. CONFIDENTIALITY

6.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the project, including business strategies, technical data, financial information, and customer information. This obligation survives the termination of our agreement.

6.2 Exceptions

Confidentiality obligations do not apply to information that:

• Was already public knowledge
• Becomes public knowledge through no fault of receiving party
• Was already in possession of receiving party
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

6.3 Data Security

I will implement reasonable security measures to protect any client data stored on my systems. However, no system is 100% secure, and I cannot guarantee against all potential security breaches.

7. PROJECT TIMELINE AND DELIVERY

7.1 Timeline

Project timelines will be specified in the Project Agreement. Timeline estimates are made in good faith but may be impacted by scope changes, delayed client feedback, or unforeseen technical issues.

7.2 Delays

I will notify you promptly if delays are anticipated. Similarly, you should notify me of any circumstances that might affect the project timeline.

7.3 Delivery

Deliverables will be provided as specified in the Project Agreement. Unless otherwise stated, deliverables will be considered accepted if no feedback is received within 14 days of delivery.

8. TERMINATION

8.1 Termination by Client

You may terminate our agreement at any time with written notice. Upon termination:

• You must pay for all services rendered up to the termination date
• For fixed-fee projects, you must pay for completed milestones plus 50% of in-progress milestones
• For hourly work, you must pay for all hours worked

8.2 Termination by Developer

I may terminate our agreement if:

• You breach these Terms and fail to remedy within 14 days of notice
• You fail to make payments when due
• You fail to provide necessary materials or feedback for 30+ days
• The project requires work outside my professional capabilities or ethical boundaries

Upon termination, I will deliver all completed work upon receipt of payment for services rendered.

8.3 Survival

Sections regarding payment, intellectual property, confidentiality, liability limitations, and dispute resolution survive termination of these Terms.

9. WARRANTY AND QUALITY ASSURANCE

9.1 Warranty Period

I warrant that deliverables will function substantially as specified for a period of 30 days following delivery. This warranty covers fixing defects at no additional cost.

9.2 Warranty Limitations

The warranty does not cover:

• Issues caused by client or third-party modifications
• Problems arising from changes in technologies or platforms
• Compatibility with systems not specified in the Project Agreement
• Issues resulting from requirements not communicated before project completion

9.3 Post-Warranty Support

After the warranty period, maintenance and support are available at my standard rates unless covered by a separate maintenance agreement.

10. LIMITATION OF LIABILITY

10.1 Developer Liability

MY TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

10.2 Exclusions

IN NO EVENT SHALL I BE LIABLE FOR LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Client Sites and Applications

After the site or application is launched and the warranty period expires, I am not responsible for any damages caused by unauthorized third-party access, client modifications, server issues, or other factors outside my direct control.

11. INDEMNIFICATION

11.1 Client Indemnification

You agree to indemnify and hold me harmless from any claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from:

• Content or materials you provide
• Your use of the deliverables
• Your breach of these Terms
• Your violation of any third-party rights

11.2 Developer Indemnification

I agree to indemnify and hold you harmless from claims that the deliverables as provided by me infringe upon the intellectual property rights of a third party.

12. DISPUTE RESOLUTION

12.1 Good Faith Resolution

Both parties agree to attempt to resolve any disputes amicably through good-faith discussions before pursuing legal remedies.

12.2 Mediation

If direct discussions fail, parties agree to participate in mediation with a mutually agreed-upon mediator before pursuing arbitration or litigation.

12.3 Arbitration

If mediation fails, disputes shall be resolved by binding arbitration. The arbitration shall be conducted by a single arbitrator in accordance with the rules of an agreed-upon arbitration association. The arbitration shall take place remotely or at a mutually agreed location.

12.4 Exceptions

Nothing in this section prevents either party from seeking injunctive or other equitable relief for intellectual property infringement or confidentiality breaches.

13. GENERAL PROVISIONS

13.1 Independent Contractor

I am an independent contractor, not your employee. Nothing in these Terms creates a partnership, joint venture, or agency relationship.

13.2 Assignment

You may not assign these Terms without my prior written consent. I may assign these Terms to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of my assets.

13.3 Force Majeure

Neither party shall be liable for delays due to circumstances beyond reasonable control, including acts of God, natural disasters, pandemic, terrorism, riots, or war.

13.4 Entire Agreement

These Terms, together with the Project Agreement, constitute the entire agreement between us regarding the Services and supersede all prior communications.

13.5 Modifications

These Terms may only be modified in writing signed by both parties, except that I may update these Terms with 30 days' notice for future projects.

13.6 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect.

13.7 No Waiver

Failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.