Terms, Conditions & User Agreement

1. Services, Scope & Deliverables

We provide software development and related professional services. At present, software creation and delivery are active services. Hardware design, procurement, and supply are planned and will be governed by these Terms once available. Every engagement or purchase is subject to a separate Statement of Work (SOW) or Order confirming scope, deliverables, timelines and fees.

• Software: custom development, maintenance, and integration.
• Hardware (future): supply, installation, testing and warranty of physical devices — will require specific purchase terms and shipping/installation SOW.
• Support & Maintenance: described in your SOW or a separate Support Agreement.

2. Eligibility and Account Terms

To use our services you must be at least 18 years old or otherwise permitted by law. You must provide accurate, complete and current registration information and keep it updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account.

As a sole proprietorship, you may use your personal KRA PIN for transactions and tax purposes where applicable. A sole proprietorship in Kenya will use the proprietor's individual PIN for business transactions.

3. User Conduct and Acceptable Use Policy

You agree not to misuse our services. Prohibited activities include (but are not limited to): illegal activity, unauthorized access or interference with systems, distribution of malware, fraud, harassment or sending unsolicited communications. You agree to comply with applicable Kenyan laws, including anti-cybercrime provisions.

We reserve the right to suspend or terminate accounts, and to report unlawful behaviour to law enforcement where required.

4. Software License, Ownership & Intellectual Property

Unless otherwise agreed in writing, we assign to the client all deliverable code and related materials as specified in the applicable SOW or contract upon full payment. We may retain rights in underlying frameworks, libraries, tooling, or reusable components that are independent of project-specific deliverables.

For third-party materials (open-source or licensed libraries) the applicable third-party terms apply and you are responsible for compliance with those licenses. The content on our website and marketing collateral (text, images, branding) remains our copyright unless a written transfer is executed. Kenyan copyright law applies to content, software and creative works.

Grant: Where we host or provide SaaS, we grant you a limited, non-exclusive, non-transferable license to use the hosted services in accordance with this Agreement.

5. Payment Policy

Fees, billing frequency, and payment methods are set out in each SOW, invoice, or online checkout. Unless otherwise specified, payments are due within 3 days of invoice. Late payments may incur interest at the lesser of 1.5% per month or the maximum permitted by law.

All prices are exclusive of taxes unless stated. You are responsible for any taxes (including VAT) applicable to your purchase. Where required by Kenyan law, we will collect and remit taxes in accordance with KRA rules.

Accepted payment methods include bank transfer and online payment services (e.g., M-Pesa, card processors) as displayed on the invoice or checkout page.

Mpesa is the only payment method integrated into our payment system.Direct bank transfers and card processors maybe permitted as discussed in SOW

6. Refund Policy

Refunds are available within 72 hours from the date of successful payment. To initiate a refund, clients must email our billing team at billing@delphixit.com with the original, unaltered receipt attached for verification. Once confirmed, the refund will be processed through the same payment method used for the transaction.

After the 72-hour window has passed, refunds will only be provided where expressly stated in your Statement of Work (SOW), order confirmation, or where required under applicable consumer protection legislation. For digital goods or bespoke software already delivered and accepted, refunds are generally not available except where we fail to deliver as described and cannot remedy within a reasonable period.

Consumer rights in Kenya — including remedies for defective goods and unfair practices — are afforded under the Consumer Protection Act. If you are a consumer, statutory rights may apply.

7. Delivery, Acceptance & Installation (for hardware/software)

For software: delivery and acceptance will follow the acceptance criteria in the SOW. For hardware (when offered): delivery, installation, acceptance testing and commissioning will be described in the sales order and SOW. Risk passes to the buyer per the agreed Incoterm or shipment term in the SOW.

8. Warranties, Limitations & Disclaimers

We warrant that services will be provided with reasonable skill and care in accordance with the SOW. For any hardware product we supply, a limited warranty period (e.g., 12 months) will be specified in the sales contract. Unless specified, warranties do not cover misuse, modification, accident, or normal wear and tear.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND ALL CONTENT ARE PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Our aggregate liability for any claims arising from or related to this Agreement will be limited to the total fees paid by you in the 12 months preceding the claim. WE WILL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

9. Indemnification

You agree to indemnify, defend and hold us harmless from claims arising out of your misuse of the service, breach of this Agreement, or infringement of third-party rights. We will promptly notify you of any claim for which we seek indemnification and allow you to control the defence where appropriate.

10. Privacy, Personal Data & Security

We process personal data in accordance with applicable law. In Kenya, the Data Protection Act 2019 establishes requirements for processing personal data and the rights of data subjects; we commit to handling personal data responsibly and implementing appropriate technical and organisational measures. :contentReference[oaicite:5]{index=5}

Key points:

• We collect, use and store personal data only for lawful and specified purposes.
• We implement access controls, encryption, and commercially reasonable security measures to protect data in transit and at rest.
• Where we act as a data processor under a client’s instructions, we will enter a written data processing agreement outlining roles and responsibilities.

11. Confidentiality

Each party agrees to maintain confidentiality of the other party's confidential information and not to disclose it except as necessary to perform the Agreement or as required by law. Confidentiality obligations survive termination for a period of three (3) years (or longer where required for trade secrets).

12. Modification of Terms

We may modify these Terms from time to time. We will provide notice of material changes by posting an updated version on our website or by sending notice to the email on file. Continued use after changes constitutes acceptance of the updated terms.

13. Termination

Either party may terminate the Agreement for material breach if the other party fails to cure within thirty (30) days of written notice. We may suspend access immediately where necessary for security, legal compliance, or to prevent harm.

Termination does not relieve you from payment obligations accrued prior to termination and does not affect any rights that, by their nature, survive termination (e.g., IP, confidentiality, indemnity).

14. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond reasonable control (e.g., strikes, natural disasters, acts of government, pandemic). The affected party will notify the other promptly and make reasonable efforts to resume performance.

15. Hardware Sales, Installation & Warranty (Planned)

When hardware offerings commence, each sale will include explicit terms covering specifications, delivery, installation, acceptance testing, and warranty. Hardware warranties will be explicitly stated in the sales order and may include repair, replace, or refund options. Shipping and import duties are the responsibility of the purchaser unless otherwise agreed.

16. Third-Party Services & Links

We may integrate or link to third-party services (payment gateways, analytics, cloud providers). Your use of third-party services is subject to those providers' terms and we are not responsible for their content or practices.

For consumer rights and fair trading matters in Kenya, the Consumer Protection Act is applicable.

17. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Republic of Kenya. The parties will attempt to resolve disputes amicably through negotiation or mediation. If unresolved, disputes will be submitted to the courts of Kenya.

18. Severability & Entire Agreement

If any provision is held unenforceable, remaining provisions remain in force. This Agreement, together with any SOW or attachment, constitutes the entire agreement between the parties relating to its subject.

19. Notices & Contact Information

All notices must be in writing and sent to the contact details in your order or to:

20. Business Operations & Registration

Delphixit Nova is registered as a sole proprietorship in Kenya. Business operations are conducted in compliance with the requirements of the Business Registration Service (BRS) and the Kenya Revenue Authority (KRA), which are the official government agencies responsible for business registration and tax administration in Kenya.