1. Introduction
These Terms of Service ("Terms") govern your use of the Elite Software Labs website and our software engineering consultancy services. By accessing our website or engaging our services, you agree to be bound by these Terms.
Elite Software Labs is a software engineering consultancy registered and operating in Nairobi, Kenya, in accordance with the laws of the Republic of Kenya.
2. Services
Elite Software Labs provides software engineering consultancy services including, but not limited to:
- Custom software development
- Data engineering and analytics
- API development and integration (including M-Pesa Daraja, NHIF/SHA, and other local APIs)
- Cloud solutions and infrastructure
- System architecture design
- AI and automation solutions
Specific deliverables, timelines, and fees for each engagement are defined in individual project agreements or statements of work (SOW) signed by both parties.
3. Engagement and Agreements
All consultancy engagements are governed by a separate written agreement, which may include:
- Scope of work and deliverables
- Project timelines and milestones
- Fees and payment terms (in Kenya Shillings unless otherwise agreed)
- Intellectual property ownership and licensing
- Confidentiality obligations
In the event of any conflict between these Terms and a signed project agreement, the project agreement shall prevail.
4. Payment Terms
- All fees are quoted in Kenya Shillings (KES) unless otherwise specified in writing.
- Payment terms are as specified in the project agreement, typically net 14 or net 30 days from invoice date.
- We accept payments via M-Pesa, bank transfer (KES and USD), and other methods as agreed.
- Late payments may attract interest at the rate of 2% per month on the outstanding amount.
- All applicable taxes, including VAT as required by the Kenya Revenue Authority (KRA), will be added to invoices where applicable.
5. Intellectual Property
5.1 Client Ownership
Upon full payment, the client receives ownership of all custom code, designs, and deliverables created specifically for their project, unless otherwise stated in the project agreement.
5.2 Elite Software Labs Retained Rights
We retain the right to use:
- General knowledge, skills, and experience gained during the engagement
- Pre-existing tools, libraries, and frameworks owned by Elite Software Labs
- Open-source components used in deliverables (subject to their respective licences)
5.3 Portfolio Rights
We reserve the right to reference the project (name, general description, and technologies used) in our portfolio and marketing materials, unless a non-disclosure agreement (NDA) states otherwise.
6. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This includes, but is not limited to:
- Business strategies and plans
- Technical specifications and source code
- Customer data and financial information
- Any information marked as confidential
Confidentiality obligations survive the termination of any engagement for a period of two (2) years.
7. Warranties and Disclaimers
7.1 Service Warranty
We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. We provide a 30-day warranty period after delivery for defect fixes related to the agreed specifications.
7.2 Website Disclaimer
The information on this website is provided for general informational purposes only. While we strive to keep the information accurate and up to date, we make no representations or warranties of any kind about the completeness, accuracy, or reliability of the information.
8. Limitation of Liability
To the maximum extent permitted by Kenyan law:
- Elite Software Labs shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of our services.
- Our total liability for any claim arising from an engagement shall not exceed the total fees paid by the client for that specific engagement.
- We are not liable for delays or failures caused by circumstances beyond our reasonable control (force majeure), including but not limited to internet outages, power failures, or government actions.
9. Termination
- Either party may terminate an engagement with 14 days' written notice.
- The client shall pay for all work completed up to the date of termination.
- We may terminate immediately if the client breaches these Terms or the project agreement and fails to remedy the breach within 7 days of written notice.
- Upon termination, each party shall return or destroy the other party's confidential information.
10. Website Use
When using our website, you agree not to:
- Use the website for any unlawful purpose
- Attempt to gain unauthorised access to our systems
- Submit false or misleading information through our forms
- Use automated tools to scrape or harvest data from our website
- Interfere with the proper functioning of the website
11. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the Republic of Kenya.
Any disputes arising from these Terms or our services shall be resolved as follows:
- Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
- Mediation: If negotiation fails, the dispute shall be referred to mediation under the Nairobi Centre for International Arbitration (NCIA) rules.
- Arbitration: If mediation fails, the dispute shall be referred to binding arbitration under NCIA rules, with the seat of arbitration in Nairobi, Kenya.
12. Changes to These Terms
We reserve the right to update these Terms at any time. Changes will be posted on this page with an updated revision date. Continued use of our website or services after changes constitutes acceptance of the revised Terms.
13. Contact Us
If you have any questions about these Terms of Service, please contact us: