Terms & Conditions

Terms & Conditions

iSKRYPT GROUP

PREAMBLE

These Terms and Conditions constitute a legally binding agreement between iSKRYPT Group, a business duly registered under the laws of Kenya (“iSKRYPT”, “we”, “us”, “our”) and any individual, company, or organisation (“Client”, “you”, “your”) that engages iSKRYPT for any service.

These Terms are entered into in the spirit of Article 46 of the Constitution of Kenya, 2010, which guarantees consumer rights to fair treatment, reasonable standards of quality, and necessary information, and in compliance with all applicable Kenyan legislation governing commercial transactions, data protection, and digital services.

By engaging iSKRYPT, signing any Proposal or Statement of Work, or making any payment, you confirm that you have read, understood, and agreed to be bound by these Terms in their entirety.

PART A: GENERAL TERMS

1. Definitions

For the purposes of this Agreement, the following definitions apply:

“Agreement” means these Terms and Conditions together with any signed Proposal, Statement of Work, or Change Order.

“Client” means the individual, company, or organisation engaging iSKRYPT for services.

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either party during the engagement.

“Data Controller” has the meaning assigned to it under Section 2 of the Kenya Data Protection Act, 2019.

“Data Processor” has the meaning assigned to it under Section 2 of the Kenya Data Protection Act, 2019.

“Data Subject” means any identified or identifiable natural person whose personal data is processed in connection with this Agreement.

“Deliverables” means all outputs, designs, code, content, reports, and materials produced by iSKRYPT specifically for the Client under an agreed Scope of Work.

“Personal Data” has the meaning assigned to it under Section 2 of the Kenya Data Protection Act, 2019.

“Proposal” means the written document issued by iSKRYPT outlining the scope, timeline, and fees for a specific engagement.

“Services” means all services offered by iSKRYPT as described in Clause 2.

“Statement of Work” or “SOW” means the detailed document agreed by both parties specifying deliverables, timelines, milestones, and payment terms for a specific project.

2. Services

2.1 Scope of Services
iSKRYPT provides the following categories of services:

  • Web Design & Development
  • Mobile App Development
  • Graphics, Branding & Visual Identity
  • Strategic Digital Marketing
  • Software Development
  • AI & Automation
  • IT Consulting
  • Brand Consulting
  • Digital Transformation
  • Security Solutions

The specific scope, deliverables, timelines, and fees for each engagement are detailed in a signed Proposal or SOW, which forms part of this Agreement.

2.2 Changes to Scope
Any request to modify, expand, or reduce the agreed scope must be submitted in writing and acknowledged by iSKRYPT before implementation. iSKRYPT reserves the right to adjust timelines and fees accordingly. No additional work will commence until both parties have executed a written Change Order.

2.3 Third-Party Services
Where iSKRYPT recommends or integrates third-party platforms, tools, or services, the Client acknowledges that such third parties operate under their own terms, privacy policies, and service level agreements. iSKRYPT shall not be liable for the performance, availability, pricing changes, or policy decisions of any third-party service provider.

2.4 Service Standards
iSKRYPT shall deliver all services with reasonable skill, care, and diligence consistent with professional standards in the Kenyan digital services industry, in accordance with the Consumer Protection Act, 2012.

3. Project Process

3.1 Discovery & Briefing
All engagements begin with a discovery phase. The Client shall provide accurate, complete, and timely information, materials, and access required for iSKRYPT to deliver the agreed services. iSKRYPT shall not be liable for errors, delays, or substandard outputs resulting from inaccurate or incomplete information provided by the Client.

3.2 Approvals & Sign-Off
The Client shall review and approve deliverables at agreed milestones. Written approval via email shall constitute formal sign-off. Where the Client fails to respond within seven (7) business days of a submission, iSKRYPT reserves the right to proceed to the next project phase or pause the project pending Client response.

3.3 Revisions
Each project phase includes a specified number of revision rounds as outlined in the SOW. Revisions beyond the agreed limit shall be scoped and invoiced separately at iSKRYPT’s prevailing hourly rate, communicated to the Client in advance.

3.4 Project Delays
Where a project is delayed due to the Client’s failure to provide required materials, approvals, or feedback within agreed timeframes, iSKRYPT reserves the right to reschedule the project, apply a restart fee, or terminate the Agreement. In such cases, fees already paid for work completed shall not be refunded.

PART B: PAYMENT TERMS

4. Fees and Payment

4.1 Fee Agreement
All fees are as outlined in the signed Proposal or SOW. iSKRYPT reserves the right to revise its standard rates periodically but shall honour rates agreed in a signed SOW for the duration of that specific engagement.

4.2 Standard Payment Schedule
Unless otherwise agreed in writing, the following schedule applies:

  • Fifty percent (50%) deposit payable before work commences.
  • Fifty percent (50%) balance payable upon project completion, before delivery of final files, credentials, or system access.

For ongoing retainer or subscription engagements, fees are due in advance on the agreed billing date each calendar month.

4.3 Late Payment
Invoices unpaid beyond fourteen (14) days of the due date shall attract a late payment charge of five percent (5%) of the outstanding amount per month, compounded monthly. iSKRYPT reserves the right to suspend all work and withhold all deliverables until outstanding amounts are settled in full.

4.4 Currency
Unless otherwise agreed in writing, all fees are quoted and payable in Kenya Shillings (KES). For international Clients, fees may be quoted in United States Dollars (USD) at iSKRYPT’s discretion, converted at the prevailing Central Bank of Kenya rate at the time of invoicing.

4.5 Taxes and Levies
All quoted fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, levies, or duties as prescribed under Kenyan law, including the Income Tax Act (Cap 470) and the Value Added Tax Act, 2013. The Client shall bear responsibility for all applicable taxes in their jurisdiction.

4.6 Receipts and Records
iSKRYPT shall issue valid receipts for all payments received, in compliance with the Tax Procedures Act, 2015 and Kenya Revenue Authority requirements.

PART C: REFUNDS AND CANCELLATIONS

5. Refund and Cancellation Policy

5.1 Deposits
All deposits are non-refundable as they compensate iSKRYPT for resources allocated, opportunity costs, and work completed during the discovery and planning phase.

5.2 Cancellation by the Client
Where the Client cancels a project after work has commenced, the Client shall remain liable for payment of all work completed up to the date of written cancellation, calculated at iSKRYPT’s standard rate. Any amount paid in excess of the value of work completed shall be refunded to the Client within thirty (30) days of the cancellation date.

5.3 Cancellation by iSKRYPT
iSKRYPT reserves the right to terminate an engagement where the Client:

  • Breaches any material term of this Agreement and fails to remedy the breach within fourteen (14) days of written notice.
  • Fails to make payment within the agreed timeline.
  • Provides false, misleading, or fraudulent information.
  • Engages in conduct that iSKRYPT reasonably considers harmful, unethical, unlawful, or contrary to its stated values.

In such cases, iSKRYPT shall refund fees paid for work not yet commenced within thirty (30) days.

5.4 Retainer Cancellations
Either party may terminate an ongoing retainer agreement by providing thirty (30) days written notice. Services shall continue and fees shall remain payable during the notice period.

5.5 Consumer Protection
In accordance with the Consumer Protection Act, 2012, Clients who are individual consumers (as distinct from corporate entities) retain statutory rights that cannot be waived by contract. Nothing in this Agreement shall be construed to limit or exclude such statutory rights.

PART D: INTELLECTUAL PROPERTY

6. Ownership and Licencing

6.1 Client Ownership of Deliverables
Upon receipt of full and final payment, iSKRYPT assigns to the Client full ownership of all custom Deliverables created specifically for that engagement. This assignment is subject to the exceptions outlined in Clauses 6.2 and 6.4.

6.2 iSKRYPT Retained Rights
iSKRYPT retains full ownership of all proprietary tools, frameworks, methodologies, codebases, templates, and pre-existing intellectual property developed independently of any Client engagement. Where such materials are incorporated into Client Deliverables, iSKRYPT grants the Client a non-exclusive, perpetual, royalty-free licence to use them solely for the purposes of that specific Deliverable.

6.3 Portfolio and Case Study Rights
iSKRYPT reserves the right to reference, display, and discuss completed work in its portfolio, website, social media, case studies, and marketing materials. Where a Client requires confidentiality, a written request must be submitted before project commencement and iSKRYPT will honour such requests where commercially reasonable.

6.4 Third-Party Assets
Where third-party assets including stock photography, typefaces, plugins, or licensed software are incorporated into Deliverables, the Client is responsible for ensuring appropriate licences are maintained for their intended use beyond the project. iSKRYPT shall advise on licensing requirements but shall not be liable for the Client’s subsequent misuse or failure to maintain licences.

6.5 Client-Supplied Materials
The Client warrants that all materials, content, images, and data supplied to iSKRYPT are legally owned or licenced by the Client, and do not infringe the intellectual property rights of any third party. The Client shall indemnify iSKRYPT against any claims, losses, or damages arising from a breach of this warranty.

PART E: DATA PROTECTION AND PRIVACY

7. Data Protection — Kenya Data Protection Act, 2019

iSKRYPT is fully committed to compliance with the Kenya Data Protection Act, 2019 (Act No. 24 of 2019), the Data Protection (General) Regulations, 2021, the Data Protection (Registration of Data Controllers and Data Processors) Regulations, 2021, and all subsidiary legislation made thereunder.

7.1 Roles of the Parties

Depending on the nature of the engagement:

  • Where iSKRYPT collects or processes personal data on behalf of the Client, iSKRYPT acts as a Data Processor and the Client acts as the Data Controller.
  • Where iSKRYPT collects personal data directly from data subjects for its own purposes, iSKRYPT acts as a Data Controller and is registered as such with the Office of the Data Protection Commissioner (ODPC) of Kenya.

7.2 Lawful Basis for Processing
iSKRYPT shall process Personal Data only where a lawful basis exists under Section 30 of the DPA, including:

  • The Data Subject has given explicit, informed consent.
  • Processing is necessary for the performance of this Agreement.
  • Processing is required for compliance with a legal obligation.
  • Processing is necessary to protect the vital interests of the Data Subject.

7.3 Data Subject Rights
In accordance with Part IV of the DPA, Data Subjects whose personal data is processed in connection with iSKRYPT’s services retain the following rights:

  • Right of Access — to obtain confirmation of whether their data is being processed and a copy thereof.
  • Right to Rectification — to have inaccurate or incomplete data corrected.
  • Right to Erasure — to request deletion of personal data where there is no lawful basis for its continued processing.
  • Right to Restriction — to restrict processing of their data in specified circumstances.
  • Right to Data Portability — to receive their data in a structured, commonly used format.
  • Right to Object — to object to processing based on legitimate interests or for direct marketing purposes.
  • Right not to be subject to automated decision-making — including profiling, where it produces legal or similarly significant effects.

Requests to exercise any of the above rights should be directed to: hello@iskrypt.com. iSKRYPT shall respond within the timeframes prescribed by the DPA.

7.4 Data Minimisation and Purpose Limitation
iSKRYPT shall collect only the personal data strictly necessary for the purposes outlined in this Agreement and shall not process such data for purposes incompatible with those for which it was collected, in accordance with Section 25 of the DPA.

7.5 Data Security
iSKRYPT shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised access, accidental loss, destruction, or disclosure, consistent with Section 41 of the DPA. These measures include but are not limited to access controls, encryption where appropriate, and staff data protection awareness.

7.6 Data Breach Notification
In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of Data Subjects, iSKRYPT shall notify the Office of the Data Protection Commissioner within seventy-two (72) hours of becoming aware of the breach, and shall notify affected Data Subjects without undue delay, in accordance with Section 43 of the DPA.

7.7 Data Retention
iSKRYPT shall retain Personal Data only for as long as is necessary to fulfil the purposes for which it was collected, or as required by applicable law. Upon expiry of the retention period, data shall be securely deleted or anonymised.

7.8 Cross-Border Data Transfers
Where Personal Data is transferred outside Kenya, iSKRYPT shall ensure that adequate safeguards are in place as required under Section 48 of the DPA, including but not limited to contractual clauses approved by the ODPC or transfers to countries with an adequate level of data protection as determined by the Cabinet Secretary.

7.9 Data Processing Agreement
Where iSKRYPT acts as a Data Processor on behalf of the Client, the parties shall execute a separate Data Processing Agreement (DPA) consistent with the requirements of the Kenya Data Protection Act, 2019, prior to the commencement of any processing activity.

7.10 Cookies and Tracking
Where iSKRYPT builds or manages digital platforms on behalf of the Client, iSKRYPT shall advise on the implementation of a cookie policy and consent mechanism compliant with the DPA and applicable guidance from the ODPC.

PART F: CONFIDENTIALITY

8. Confidentiality Obligations

8.1 Both parties agree to hold in strict confidence all Confidential Information disclosed by the other party during the engagement and to use such information solely for the purposes of performing this Agreement.

8.2 Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except where disclosure is required by law, court order, or regulatory authority, in which case the disclosing party shall be notified promptly where legally permissible.

8.3 These confidentiality obligations shall survive the termination or expiry of this Agreement for a period of three (3) years.

8.4 Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, was already known to the receiving party prior to disclosure, or is independently developed by the receiving party without reference to the Confidential Information.

PART G: LIABILITY AND INDEMNITY

9. Limitation of Liability

9.1 iSKRYPT’s total aggregate liability to the Client for any and all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client for the specific project or service giving rise to the claim, in the twelve (12) months preceding the claim.

9.2 iSKRYPT shall not be liable for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, loss of business opportunity, or reputational damage, whether or not iSKRYPT has been advised of the possibility of such damages.

9.3 Nothing in this Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be lawfully excluded under Kenyan law.

9.4 iSKRYPT shall not be liable for failures or delays in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, government action, internet or power outages, third-party platform failures, or Client-side delays.

10. Indemnity

The Client shall indemnify, defend, and hold harmless iSKRYPT, its directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

  • The Client’s breach of any term of this Agreement.
  • The Client’s use of Deliverables in a manner not authorised or contemplated by this Agreement.
  • Any claim that Client-supplied materials infringe the intellectual property or other rights of a third party.
  • The Client’s violation of any applicable law or regulation.

PART H: DISPUTE RESOLUTION

11. Dispute Resolution

11.1 Good Faith Negotiation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, both parties shall first attempt to resolve the matter through good faith negotiation within fourteen (14) days of the dispute being raised in writing by either party.

11.2 Mediation
If the dispute is not resolved through negotiation within the fourteen-day period, both parties agree to submit the dispute to mediation administered by a mutually agreed mediator in Nairobi, Kenya, before commencing any arbitration or litigation. The costs of mediation shall be shared equally between the parties.

11.3 Arbitration
If mediation fails to resolve the dispute within thirty (30) days of the mediator’s appointment, either party may refer the dispute to binding arbitration under the Arbitration Act, 1995 (Cap 49 Laws of Kenya), as amended. The arbitration shall be conducted by a sole arbitrator agreed upon by both parties, or in default of agreement, appointed by the Chartered Institute of Arbitrators (Kenya Branch). The seat of arbitration shall be Nairobi, Kenya, and proceedings shall be conducted in English.

11.4 Urgent Relief
Nothing in this Clause shall prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

PART I: GOVERNING LAW AND JURISDICTION

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya, including but not limited to:

  • The Constitution of Kenya, 2010
  • The Kenya Data Protection Act, 2019
  • The Consumer Protection Act, 2012
  • The Kenya Information and Communications Act (Cap 411A)
  • The Law of Contract Act (Cap 23)
  • The Business Laws (Amendment) Act, 2020
  • The Copyright Act (Cap 130)

Both parties irrevocably submit to the jurisdiction of the courts of Kenya for any matter not referred to arbitration under Clause 11.

PART J: GENERAL PROVISIONS

13. Warranties and Representations

13.1 iSKRYPT warrants that all services shall be delivered with reasonable skill, care, and diligence consistent with professional standards in the Kenyan digital services industry.

13.2 iSKRYPT does not warrant that digital marketing services will achieve specific commercial outcomes, as results are subject to factors outside iSKRYPT’s control including platform algorithms, market conditions, audience behaviour, and budget levels.

13.3 The Client warrants that all materials, content, and information provided to iSKRYPT are accurate, complete, lawfully owned or licenced, and do not infringe the rights of any third party.

13.4 Each party warrants that it has full authority to enter into this Agreement and that doing so does not conflict with any other obligation or agreement to which it is a party.

14. Force Majeure

Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations where such delay or failure results from events, circumstances, or causes beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government action, power or internet outages, or failure of third-party platforms. The affected party shall notify the other as soon as reasonably practicable and shall use reasonable endeavours to resume performance as soon as possible.

15. Anti-Corruption and Ethics

Both parties confirm that in connection with this Agreement, neither party has offered, given, received, or agreed to receive any bribe, kickback, or improper payment in violation of the Bribery Act, 2016 or any other applicable anti-corruption law. iSKRYPT reserves the right to terminate this Agreement immediately upon discovery of any such conduct by the Client.

16. Amendments

iSKRYPT reserves the right to update these Terms and Conditions at any time. Clients will be notified of material changes via email at least fourteen (14) days before the changes take effect. Continued engagement with iSKRYPT following the effective date of any amendment constitutes acceptance of the updated Terms.

17. Severability

If any provision of this Agreement is found to be unlawful, void, or unenforceable under Kenyan law, that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

18. Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach.

19. Entire Agreement

This Agreement, together with any signed Proposal, Statement of Work, Change Order, or Data Processing Agreement, constitutes the entire agreement between iSKRYPT and the Client with respect to the services and supersedes all prior negotiations, representations, warranties, and agreements, whether written or oral.

20. Notices

All formal notices under this Agreement shall be in writing and delivered by email with read receipt, or by registered post to the addresses specified in the relevant Proposal or SOW. Notices shall be deemed received on the date of confirmed email delivery or within five (5) business days of posting.

21. Contact and Complaints

For questions, concerns, or formal complaints regarding these Terms or iSKRYPT’s services:

iSKRYPT Group
Email: hello@iskrypt.com
Enquiries: enquiries@iskrypt.com
Phone: +254 743 579 875 / +254 708 479 860
Website: iskrypt.com
Social: @iskryptgroup

Complaints will be acknowledged within two (2) business days and formally responded to within fourteen (14) days, in accordance with the Consumer Protection Act, 2012.