1. Introduction and Acceptance
These Master Terms of Service ("Terms") govern all professional services provided by Elindil Services ("Company", "we", "us", or "our") to any individual, company, or organization engaging our services ("Client", "you", or "your"). By accepting a proposal, signing a quotation, issuing purchase instructions, paying an invoice, or otherwise authorizing us to begin work, you agree to be legally bound by these Terms.
These Terms serve as the foundational agreement for all projects, unless replaced or supplemented by a signed master services agreement, statement of work, or contract addendum that expressly overrides specific clauses in writing.
2. Scope of Services
Elindil Services delivers digital and technical solutions tailored to business growth. The exact scope, deliverables, timelines, assumptions, and exclusions for each engagement shall be defined in a project-specific proposal, Statement of Work (SOW), or service contract.
Our services may include, without limitation:
- Web Development: custom websites, e-commerce setup, front-end and back-end implementation, integrations, accessibility improvements, and maintenance.
- Digital Branding: logo systems, visual identity, brand guidelines, digital design assets, and messaging alignment.
- Digital Marketing: SEO, content planning, social media management, paid campaigns, conversion optimization, and analytics reporting.
- Strategy and Advisory: digital transformation roadmaps, technical architecture guidance, automation planning, and process optimization.
Any task not expressly included in approved scope documents is considered out-of-scope and may require a separate quotation, timeline adjustment, or change request approval.
3. Commercial Terms, Fees, and Invoicing
- Currency: unless agreed otherwise in writing, quotations and invoices are issued in Kenya Shillings (KES).
- Pricing Validity: quotations are valid only for the period stated on the quotation and may change if delayed acceptance impacts scope, timelines, or third-party costs.
- Milestone Billing: projects are billed in milestones, commonly including an initiation deposit, progress payments, and a final settlement before handover.
- Due Date: invoices are due on receipt unless a written payment term is stated. Late payment may pause active work, support, deployments, or delivery of final assets.
- Taxes and Charges: statutory taxes, transaction fees, and third-party charges are payable by the Client unless explicitly included in writing.
- Collection and Recovery: if payment remains overdue, we may recover reasonable administrative and legal costs related to debt collection, as permitted by law.
4. Project Timelines and Delivery
Delivery timelines are estimates based on current assumptions and Client responsiveness. Any delay in feedback, approvals, content provision, system access, or payment obligations may automatically shift delivery milestones without liability to the Company.
Unless expressly included, timelines do not cover delays caused by force majeure, platform outages, policy changes by third-party providers, or events outside our reasonable control.
5. Revisions, Change Requests, and Out-of-Scope Work
Each project includes only the revision cycles and deliverables specified in writing. Additional edits, redesigns, feature additions, or strategic pivots requested after approval milestones may be billed separately and scheduled based on team availability.
We reserve the right to issue revised quotations where requested changes materially impact effort, risk, architecture, or delivery timelines.
6. Contract Revocation and Cancellation
Because project slots are reserved in advance and internal resources are allocated from project initiation, a Client may not unilaterally terminate an active engagement without fair compensation for work performed and commitments made.
- Termination Request: cancellation must be submitted in writing by an authorized representative.
- Contingency Fee: early termination requires payment of a contingency fee based on work completed, hours consumed, commitments scheduled, and non-recoverable expenses incurred.
- Deposits: all initiation and reservation deposits are non-refundable.
- Suspended Accounts: if cancellation occurs with unpaid balances, we may retain all deliverables and suspend access until full settlement.
7. Client Responsibilities and Approvals
- Provide accurate and complete content, credentials, data, and instructions needed to execute the project.
- Respond to submissions and review requests within agreed windows to avoid timeline slippage.
- Ensure legal rights to all materials supplied to us, including text, media, logos, and licensed assets.
- Nominate one authorized point of contact empowered to provide final approvals and decisions.
Approvals may be deemed accepted where feedback is not provided within the review period specified in project communications.
8. Intellectual Property and License Transfers
All pre-existing know-how, frameworks, development utilities, reusable modules, and internal methods used by Elindil Services remain our sole property. Upon full payment of all outstanding invoices, the Client receives ownership or a perpetual usage license (as stated in the project agreement) for the final client-specific deliverables produced under that agreement.
Third-party assets, stock items, plugins, hosting products, and platform subscriptions remain subject to their original provider licenses and are not transferred beyond rights granted by those providers.
9. Confidentiality and Data Handling
Both parties must keep confidential all non-public technical, commercial, and operational information shared during the engagement. Each party shall use confidential information only for project execution and shall implement reasonable safeguards against unauthorized disclosure.
Confidentiality obligations survive project completion or termination, except where disclosure is required by law, court order, or regulator.
10. Warranties and Service Limitations
We warrant that services will be delivered with reasonable skill and care consistent with industry standards. Except as expressly stated, all services are provided on an "as is" and "as available" basis without implied guarantees of uninterrupted platform availability, specific ranking outcomes, guaranteed sales growth, or compatibility with future third-party policy changes.
11. Limitation of Liability
To the maximum extent permitted by law, Elindil Services shall not be liable for indirect, incidental, special, consequential, punitive, or loss-of-profit damages, including loss of goodwill, data, opportunity, or revenue arising from project delays, third-party outages, content issues, or misuse of delivered systems.
Our aggregate liability for any claim related to a specific engagement shall not exceed the total amount paid by the Client for that engagement in the six (6) months preceding the event giving rise to the claim.
12. Indemnity
The Client agrees to defend, indemnify, and hold harmless Elindil Services from claims, liabilities, losses, and expenses (including legal costs) arising from Client-supplied content, unauthorized use of third-party assets, illegal business activity, or breach of these Terms by the Client.
13. Force Majeure
Neither party is liable for delay or non-performance caused by events beyond reasonable control, including natural disasters, telecommunications failures, acts of government, labor disruptions, civil unrest, or prolonged platform outages affecting critical dependencies.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of the Republic of Kenya. Parties shall first attempt to resolve disputes through good-faith negotiations. If unresolved, disputes shall be submitted to courts of competent jurisdiction in Nairobi, Kenya, unless otherwise required by mandatory law.
15. Updates to These Terms
We may update these Terms from time to time to reflect legal, operational, or service changes. The latest version published on this page supersedes prior versions for new engagements. Continuing to engage our services after updates are communicated constitutes acceptance of the revised Terms.
16. Contact Information
For legal notices, billing inquiries, or contractual clarifications, contact: