Terms of Service

By accessing and using the services provided by Mshindi Labs ("Company," "we," "us," or "our"), you accept and agree to be bound by the terms and provision of this agreement. These Terms of Service ("Terms") govern your use of our custom software development consulting services, including web applications, mobile applications, cloud infrastructure, and related professional services. If you do not agree to these Terms, you must not access or use our services. Your continued use of our services constitutes acceptance of any modifications to these Terms. These Terms apply to all clients, users, and others who access or use our services, whether located in Kenya, East Africa, or internationally.

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, including but not limited to: • The Data Protection Act, 2019 (No. 24 of 2019) • The Computer Misuse and Cybercrimes Act, 2018 • The Kenya Information and Communications Act (Cap. 411A) • The Competition Act, 2010 • The Consumer Protection Act, 2012 For clients outside Kenya, these Terms shall be governed by Kenyan law to the extent permissible, with recognition of applicable international laws and treaties including the EAC Common Market Protocol and relevant bilateral agreements. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Kenya, with the Commercial and Tax Division of the High Court of Kenya having primary jurisdiction. Alternative dispute resolution through mediation or arbitration in accordance with the Arbitration Act, 2010 may be pursued prior to litigation.

Mshindi Labs provides professional software development and technology consulting services, including but not limited to: **Custom Software Development:** • Bespoke web applications using modern frameworks (React, Next.js, Node.js, etc.) • Custom mobile applications for iOS and Android platforms • Enterprise software solutions tailored to specific business requirements • API development and integration services • Database design and implementation • Software architecture consulting and design **Cloud & Infrastructure Services:** • Cloud infrastructure setup and configuration (AWS, Google Cloud, Azure) • DevOps implementation and continuous integration/continuous deployment (CI/CD) • Server administration and maintenance • Infrastructure as Code (IaC) implementation • Performance optimization and scalability planning • Security audits and implementation **Digital Transformation Consulting:** • Technology strategy and roadmap development • Legacy system modernization • Process automation and optimization • Digital workflow design and implementation • Technology stack evaluation and selection **Ongoing Support & Maintenance:** • Software maintenance and bug fixes • Feature enhancements and updates • Performance monitoring and optimization • Security updates and patches • Technical support and consultation • Training and documentation All services are provided on a project basis, retainer agreement, or time and materials basis as agreed upon in individual Service Agreements or Statements of Work ("SOW").

Specific details of each engagement, including scope, deliverables, timelines, and compensation, shall be outlined in individual Service Agreements or Statements of Work executed between the Company and the Client. **Service Agreement Components:** • Project scope and objectives • Detailed deliverables and acceptance criteria • Project timeline and milestones • Payment terms and schedule • Intellectual property rights allocation • Confidentiality obligations • Change management procedures • Termination conditions Each SOW shall be deemed incorporated into and governed by these Terms. In the event of any conflict between these Terms and an SOW, the SOW shall prevail with respect to that specific engagement, except with regard to limitation of liability and indemnification provisions. Service Agreements may be executed electronically in accordance with the Kenya Evidence Act (Cap. 80) and shall be deemed valid and enforceable.

To ensure successful project delivery, clients agree to: **Timely Cooperation:** • Provide timely access to necessary systems, data, and resources • Designate authorized representatives for decision-making • Respond to requests for information within agreed timeframes • Participate in scheduled meetings and review sessions **Information Accuracy:** • Provide accurate, complete, and truthful information • Ensure all provided materials do not infringe third-party rights • Maintain accuracy of contact information and billing details **Compliance:** • Ensure intended use of deliverables complies with applicable laws • Obtain necessary licenses, permits, or regulatory approvals • Comply with data protection and privacy requirements • Maintain appropriate insurance coverage for business operations **Feedback and Approval:** • Review deliverables within specified timeframes • Provide clear, consolidated feedback • Obtain internal approvals in a timely manner • Communicate changes or concerns promptly Failure to fulfill these responsibilities may result in project delays, additional costs, or impact on deliverable quality, for which the Company shall not be held liable.

**Company Pre-Existing IP:** The Company retains all rights, title, and interest in and to: • Pre-existing tools, frameworks, libraries, and methodologies • Generalized knowledge and techniques developed during engagements • Reusable code components and templates • Proprietary development processes and methodologies **Custom Deliverables:** Unless otherwise specified in an SOW, upon full payment, the Client shall receive: • Exclusive rights to custom-developed software specifically created for the Client • Source code for custom applications (where applicable) • Related documentation and technical specifications • Rights to use, modify, and distribute custom deliverables for business purposes **Third-Party Components:** Custom deliverables may incorporate open-source or third-party components subject to their respective licenses. The Company shall: • Identify significant third-party components • Ensure compliance with applicable licenses • Provide documentation of dependencies • Advise on license obligations and restrictions **Restrictions:** Clients may not: • Remove or modify proprietary notices • Reverse engineer Company proprietary tools • Use deliverables for illegal or unauthorized purposes • Sublicense or resell Company intellectual property without authorization All intellectual property rights shall be governed by the Industrial Property Act, 2001 of Kenya and relevant international treaties including the Berne Convention and WIPO Copyright Treaty.

**Pricing and Invoicing:** Services are priced according to the applicable Service Agreement or SOW. Standard payment terms include: • Project-based: Milestone payments as defined in SOW • Retainer: Monthly advance payment for allocated hours • Time & Materials: Bi-weekly or monthly invoicing for actual time spent • Hourly rates range from $50 - $200 USD depending on service complexity and resource seniority **Payment Schedule:** • Initial deposit: 30-50% of project value upon agreement execution • Milestone payments: Due within 14 days of milestone completion • Final payment: Due upon project completion and before final delivery • Retainer payments: Due on the first day of each service month **Payment Methods:** We accept payment via: • International bank transfer (SWIFT) • Mobile money (M-PESA for Kenya-based clients) • PayPal or Stripe (subject to transaction fees) • Cryptocurrency (Bitcoin, USDT) by prior arrangement **Currency and Taxes:** • Invoices are typically issued in USD or KES • Prices exclude applicable taxes (VAT at 16% for Kenya-based clients) • Clients are responsible for any international transfer fees • Withholding tax obligations shall be detailed in Service Agreements **Late Payment:** Accounts not paid within 30 days of invoice date shall be subject to: • Late payment interest at 2% per month or the maximum allowed by law • Suspension of services until payment is received • Referral to collections agencies for accounts overdue by 90+ days • Potential legal action for recovery of outstanding amounts plus costs All payment terms comply with the Kenya Revenue Authority (KRA) requirements and the Tax Procedures Act, 2015.

**Limited Warranty:** The Company warrants that: • Services will be performed in a professional and workmanlike manner • Custom deliverables will substantially conform to specifications in the SOW • We have the right to provide services and grant licenses as described • Services will comply with applicable laws and regulations Warranty period for custom software is 90 days from acceptance, during which the Company will correct defects at no additional charge. **Disclaimer of Warranties:** EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. The Company does not warrant that: • Services will be uninterrupted, timely, secure, or error-free • Results obtained from services will be accurate or reliable • Defects will be corrected outside the warranty period • Services will meet all client requirements or expectations **Third-Party Services:** The Company is not responsible for the performance, availability, or security of third-party services, platforms, or APIs integrated into deliverables. Clients assume all risks associated with third-party dependencies. **Client Responsibility:** Clients are responsible for: • Testing deliverables in their specific environment • Implementing appropriate backup and disaster recovery procedures • Maintaining security of access credentials and systems • Compliance with licenses of third-party components These warranties are subject to the Consumer Protection Act, 2012 and shall not limit any statutory rights available under Kenyan law.

**Liability Cap:** TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY IN THE 12 MONTHS PRECEDING THE CLAIM, OR KES 1,000,000 (ONE MILLION KENYA SHILLINGS), WHICHEVER IS LESS. **Exclusion of Consequential Damages:** IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: • Loss of profits, revenue, or business opportunities • Loss of data or data corruption • Business interruption or system downtime • Costs of procurement of substitute services • Reputational harm or goodwill loss These exclusions apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages. **Exceptions:** Nothing in these Terms shall limit liability for: • Death or personal injury caused by negligence • Fraud or fraudulent misrepresentation • Willful misconduct or gross negligence • Matters that cannot be limited under Kenyan law **Allocation of Risk:** These limitations reflect an agreed allocation of risk between the parties and are reflected in the pricing of services. Clients requiring higher liability limits should request specific coverage in writing, which may be available for additional fees and subject to insurance availability. **Indemnification:** Client agrees to indemnify and hold harmless the Company, its officers, directors, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: • Client's breach of these Terms • Client's use of deliverables in violation of applicable laws • Infringement claims related to Client-provided materials • Negligent or wrongful acts of Client or its employees These limitations are subject to the requirements of the Law of Contract Act (Cap. 23) and the Consumer Protection Act, 2012.

**Mutual Confidentiality:** Both parties agree to maintain the confidentiality of Confidential Information disclosed during the engagement. Confidential Information includes: • Technical information, source code, and algorithms • Business plans, strategies, and financial information • Customer data and personal information • Trade secrets and proprietary methodologies Confidential Information shall be protected for a period of 5 years following disclosure, except for trade secrets which shall be protected indefinitely. **Data Protection Compliance:** As a data processor, the Company commits to full compliance with the Data Protection Act, 2019 of Kenya, including: • **Lawful Processing:** Processing personal data only as instructed by the Client • **Data Security:** Implementing appropriate technical and organizational measures • **Data Localization:** Maintaining at least one serving copy of personal data on servers located in Kenya • **Data Breach Notification:** Notifying Client within 24 hours of becoming aware of a breach • **Data Subject Rights:** Assisting Client in responding to data subject requests • **Registration:** Maintaining valid registration with the Office of the Data Protection Commissioner **Data Processing Agreement:** For engagements involving personal data processing, parties shall execute a separate Data Processing Agreement (DPA) in accordance with the Data Protection Act, 2019. **Security Measures:** The Company maintains: • Encryption of data in transit and at rest • Access controls and authentication mechanisms • Regular security audits and vulnerability assessments • Incident response and disaster recovery procedures • Employee confidentiality agreements and training **Cross-Border Transfers:** Cross-border transfer of personal data shall only occur with: • Client's explicit consent • Notification to the Data Protection Commissioner • Adequate safeguards including Standard Contractual Clauses • Compliance with data localization requirements Confidentiality obligations survive termination of these Terms indefinitely, or until such time as the Confidential Information becomes publicly available through no fault of the receiving party.

**Term:** These Terms commence upon first use of services and continue until terminated by either party. **Termination for Convenience:** Either party may terminate an ongoing engagement by providing 30 days written notice, subject to: • Payment for all services rendered through termination date • Delivery of work-in-progress in current state • Return or destruction of Confidential Information • Settlement of outstanding invoices within 14 days **Termination for Cause:** Either party may terminate immediately upon written notice if the other party: • Materially breaches these Terms and fails to cure within 15 days of notice • Becomes insolvent or subject to bankruptcy proceedings • Ceases business operations • Engages in illegal or fraudulent activities **Client Termination Rights:** Client may terminate for cause if Company: • Fails to perform services in accordance with professional standards • Breaches confidentiality or security obligations • Materially fails to meet agreed milestones without justification **Company Termination Rights:** Company may terminate or suspend services if Client: • Fails to make timely payments • Provides false or misleading information • Uses services for illegal or unauthorized purposes • Creates security risks or threatens Company systems **Effects of Termination:** Upon termination: • Client shall pay all amounts due for services rendered • Company shall deliver completed work and source code (upon full payment) • Each party shall return or destroy Confidential Information • Intellectual property rights shall transfer per payment status • Licenses to Company tools and methodologies shall terminate **Survival:** The following provisions survive termination: Payment Obligations, Intellectual Property Rights, Confidentiality, Limitation of Liability, Indemnification, and Dispute Resolution. Termination shall be without prejudice to any rights or obligations accrued prior to termination.

**Good Faith Negotiation:** In the event of any dispute arising from these Terms, parties agree to first attempt resolution through good faith negotiation between senior representatives of each party for a period of 30 days. **Mediation:** If negotiation fails, parties agree to attempt mediation before a mutually agreed mediator in Nairobi, Kenya, in accordance with the Mediation Rules of the Chartered Institute of Arbitrators (Kenya Branch). Each party shall bear its own costs, with mediator fees shared equally. **Arbitration:** If mediation fails within 60 days, any dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration Act, 2010 of Kenya and the Arbitration Rules of the Nairobi Centre for International Arbitration (NCIA), by which: • The number of arbitrators shall be one (1) or three (3) as mutually agreed • The seat of arbitration shall be Nairobi, Kenya • The language of arbitration shall be English • The arbitration award shall be final and binding • Each party shall bear its own costs unless the arbitrator decides otherwise **Litigation:** If arbitration is not pursued or is deemed inappropriate, disputes shall be subject to the exclusive jurisdiction of the Commercial and Tax Division of the High Court of Kenya sitting in Nairobi. **Injunctive Relief:** Nothing herein shall prevent either party from seeking injunctive or equitable relief from a court of competent jurisdiction for: • Breach of confidentiality obligations • Infringement of intellectual property rights • Threatened irreparable harm **Costs:** The prevailing party in any dispute resolution proceeding shall be entitled to recover reasonable attorneys' fees and costs. **Continuation of Services:** During dispute resolution, both parties shall continue to perform their respective obligations to the extent possible, except where services have been properly suspended or terminated. This dispute resolution process is designed to provide efficient, cost-effective resolution while maintaining the business relationship where possible.

**Entire Agreement:** These Terms, together with any Service Agreements and Statements of Work, constitute the entire agreement between the parties and supersede all prior understandings, agreements, or representations regarding the subject matter. **Amendments:** The Company may update these Terms from time to time by posting revised Terms on our website. Material changes will be notified to clients by email at least 30 days before taking effect. Continued use of services after changes take effect constitutes acceptance of modified Terms. **Assignment:** Client may not assign or transfer these Terms or any rights hereunder without Company's prior written consent. Company may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets upon notice to Client. **Severability:** If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable while preserving the parties' intent. **Waiver:** No waiver of any provision shall be deemed or constitute a waiver of any other provision or of the same provision on another occasion. Failure to enforce any right or provision shall not constitute a waiver of such right or provision. **Force Majeure:** Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to: • Natural disasters, pandemics, or acts of God • War, terrorism, civil unrest, or government actions • Internet or telecommunications failures • Power outages or infrastructure failures • Labor disputes or strikes The affected party shall provide prompt notice and use reasonable efforts to mitigate impacts. Performance timelines shall be extended by the duration of the force majeure event. **Independent Contractors:** The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. **Notices:** All notices shall be in writing and delivered to the addresses specified in Service Agreements or to: Mshindi Labs Email: tech@mshindilabs.com Physical: [Address as per Kenya Companies Registry] Notices are deemed delivered when: • Hand-delivered: Upon receipt • Email: 24 hours after sending • Courier: Upon confirmed delivery • Registered mail: 5 business days after posting **Language:** These Terms are executed in English. Any translations are for convenience only; the English version shall prevail in case of conflict. **Headings:** Section headings are for convenience only and do not affect interpretation. **Counterparts:** These Terms and related agreements may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed valid and binding.

**Regulatory Compliance:** The Company maintains compliance with all applicable laws and regulations, including: **Kenya-Specific Compliance:** • Registration with the Kenya Revenue Authority (KRA) for tax purposes • Compliance with the Tax Procedures Act, 2015 • Registration with the Office of the Data Protection Commissioner • Adherence to the National Payment System Act for payment processing • Compliance with the Kenya Information and Communications Act • Observance of employment laws for Kenya-based staff **East African Community (EAC) Compliance:** • Adherence to the EAC Common Market Protocol • Compliance with regional data protection frameworks • Recognition of professional qualifications across member states • Compliance with regional trade and service provisions **International Standards:** • ISO 27001 information security management practices • OWASP secure coding practices • W3C accessibility standards (WCAG 2.1) • Industry-standard encryption and security protocols **Anti-Corruption and Ethics:** The Company and Client agree to comply with: • The Anti-Corruption and Economic Crimes Act, 2003 • The Bribery Act, 2016 • The Public Procurement and Asset Disposal Act, 2015 (where applicable) Neither party shall offer, pay, solicit, or accept bribes, kickbacks, or improper payments. Any suspected violations must be reported immediately. **Export Controls:** Services and deliverables are subject to export control laws of Kenya and other applicable jurisdictions. Client agrees not to export or re-export deliverables in violation of such laws. **Sanctions Compliance:** Company complies with international sanctions and screening requirements. Services will not be provided to individuals or entities on sanctions lists including UN, US OFAC, or EU sanctions. **Anti-Money Laundering (AML):** Company maintains AML compliance procedures in accordance with the Proceeds of Crime and Anti-Money Laundering Act, 2009. Client verification and due diligence may be required before engagement commencement. **Professional Standards:** Our services are delivered in accordance with: • Software engineering best practices • Professional codes of conduct • Industry-accepted quality standards • Continuing professional development requirements **Audit Rights:** Client may audit Company's compliance with Service Agreements upon reasonable notice (minimum 14 days) during business hours, no more than once per year unless required by regulatory authorities or in investigation of a suspected breach. **Regulatory Changes:** If regulatory changes materially affect service delivery, Company shall notify Client promptly and parties shall negotiate in good faith to amend agreements as necessary to maintain compliance.

For questions, concerns, or notices regarding these Terms of Service: **Mshindi Labs** **Email:** tech@mshindilabs.com **Website:** https://mshindilabs.com **Phone:** +254 742 591675 **Data Protection Officer:** For data protection inquiries: Email: tech@mshindilabs.com **Business Hours:** Monday - Friday: 9:00 AM - 6:00 PM EAT (East Africa Time) Response time: Within 48 business hours **Emergency Support:** For critical system issues affecting active projects: Available 24/7 via emergency contact provided in Service Agreements **Official Registration:** Company registration details available upon request in accordance with the Companies Act, 2015. **Effective Date:** October 23, 2025 **Last Updated:** October 23, 2025 **Version:** 1.0 These Terms of Service are effective as of the date first written above and supersede all prior agreements and understandings, whether written or oral, relating to the subject matter herein. By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.