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ZURI LABS AFRICA: TERMS OF SERVICE AGREEMENT

1. Introduction and Acceptance

These Terms of Service (the "Terms") govern your engagement with and use of the technology solutions, professional services, and products provided by Zuri Labs Africa ("Zuri Labs," "we," "us," or "our").

By accessing, engaging with, or utilizing any of our services, including but not limited to Product Engineering, Strategic Consulting, Cloud/DevOps Services, Data/AI Solutions, and Systems Integration, you acknowledge and agree to be bound by these Terms in full. If you disagree with these Terms or any part of these Terms, you must not proceed with the engagement of our services.

2. Scope of Services and Engagement

Zuri Labs provides professional Technology Solutions and Strategic Consulting Services, which may be further defined in a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or Service Contract executed between Zuri Labs and the Client ("you" or "Client").

  • Service Description: Services include, but are not limited to: Web & Mobile Development, Cloud Architecture, DevOps Implementation, Data Engineering, Business Intelligence (BI), AI/ML Model Development, Systems Integration (e.g., Payments, Telephony), and Technology Strategy Consulting.
  • Modification and Suspension: We reserve the right to modify, suspend, or discontinue any aspect of our services or internal processes at any time, provided that we will act in good faith to complete any ongoing, contractually agreed-upon project in accordance with the relevant SOW.

3. Financial Terms and Payment

The specific financial terms, including pricing, billing frequency, and project milestones, shall be detailed in the respective SOW or Service Contract.

  • Payment Due Date: Unless explicitly stated otherwise in the SOW, all invoices are due upon receipt.
  • Late Payment: Failure to remit payment by the due date may result in late fees (as specified in the SOW) and may lead to immediate suspension or termination of services.
  • Taxes: All fees are exclusive of any applicable taxes, duties, or levies, which shall be the sole responsibility of the Client.

4. Intellectual Property (IP) Rights

  • Zuri Labs Retained IP: Zuri Labs retains all intellectual property rights (including copyrights, patents, and trade secrets) to any pre-existing software, frameworks, reusable components, development tools, or libraries owned by Zuri Labs and used in the provision of services ("Zuri Labs IP"). Zuri Labs grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use the Zuri Labs IP solely as embedded within the Final Deliverables.
  • Client IP (Final Deliverables): Upon full and final payment of all invoices due under the governing SOW, the Client shall own all intellectual property rights in the custom code, source code, design assets, and other materials specifically created for the Client under that SOW ("Final Deliverables").
  • Usage Rights: The Client may use the Final Deliverables for their intended internal and external business purposes but may not distribute, sell, or modify them without Zuri Labs' written consent.

5. Confidentiality and Non-Disclosure

Both Zuri Labs and the Client (collectively, the "Parties") agree to strictly maintain the confidentiality of all non-public information exchanged during the course of the engagement ("Confidential Information").

  • Scope: Confidential Information includes trade secrets, business plans, financial data, customer lists, proprietary project details, and technical specifications.
  • Obligation: The Parties shall use Confidential Information solely for the purpose of the engagement and shall not disclose it to any third party without prior written consent, unless required by law.

6. Warranties and Limitation of Liability

Warranties

Zuri Labs warrants that the services will be performed professionally, consistent with generally accepted industry standards. The Client's sole remedy for breach of this warranty is for Zuri Labs to re-perform the defective services at no additional charge.

Limitation of Liability

ZURI LABS SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenues, data, or goodwill.

OUR TOTAL AGGREGATE LIABILITY for any claims arising from these Terms or services shall NOT EXCEED the total amount paid by the Client for the specific services giving rise to the claim during the twelve (12) month period immediately preceding the event.

7. Governing Law and Dispute Resolution

  • Governing Law: These Terms and any disputes shall be governed by the laws of the Republic of Kenya.
  • Jurisdiction: Any legal suit or action shall be subject to the exclusive jurisdiction of the courts in Nairobi, Kenya.

8. Changes to Terms and Conditions

Zuri Labs reserves the right to update or modify these Terms at any time. We will notify Clients of material changes via email or prominent notice on our website. Continued use constitutes acceptance of these changes.

Disclaimer: This document is for illustrative purposes only. For any legally binding document, seek professional legal counsel.

ZURI LABS AFRICA: TERMS OF SERVICE AGREEMENT

1. Introduction and Acceptance

These Terms of Service (the "Terms") govern your engagement with and use of the technology solutions, professional services, and products provided by Zuri Labs Africa ("Zuri Labs," "we," "us," or "our").

By accessing, engaging with, or utilizing any of our services, including but not limited to Product Engineering, Strategic Consulting, Cloud/DevOps Services, Data/AI Solutions, and Systems Integration, you acknowledge and agree to be bound by these Terms in full. If you disagree with these Terms or any part of these Terms, you must not proceed with the engagement of our services.

2. Scope of Services and Engagement

Zuri Labs provides professional Technology Solutions and Strategic Consulting Services, which may be further defined in a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or Service Contract executed between Zuri Labs and the Client ("you" or "Client").

  • Service Description: Services include, but are not limited to: Web & Mobile Development, Cloud Architecture, DevOps Implementation, Data Engineering, Business Intelligence (BI), AI/ML Model Development, Systems Integration (e.g., Payments, Telephony), and Technology Strategy Consulting.
  • Modification and Suspension: We reserve the right to modify, suspend, or discontinue any aspect of our services or internal processes at any time, provided that we will act in good faith to complete any ongoing, contractually agreed-upon project in accordance with the relevant SOW.

3. Financial Terms and Payment

The specific financial terms, including pricing, billing frequency, and project milestones, shall be detailed in the respective SOW or Service Contract.

  • Payment Due Date: Unless explicitly stated otherwise in the SOW, all invoices are due upon receipt.
  • Late Payment: Failure to remit payment by the due date may result in late fees (as specified in the SOW) and may lead to immediate suspension or termination of services.
  • Taxes: All fees are exclusive of any applicable taxes, duties, or levies, which shall be the sole responsibility of the Client.

4. Intellectual Property (IP) Rights

  • Zuri Labs Retained IP: Zuri Labs retains all intellectual property rights (including copyrights, patents, and trade secrets) to any pre-existing software, frameworks, reusable components, development tools, or libraries owned by Zuri Labs and used in the provision of services ("Zuri Labs IP"). Zuri Labs grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use the Zuri Labs IP solely as embedded within the Final Deliverables.
  • Client IP (Final Deliverables): Upon full and final payment of all invoices due under the governing SOW, the Client shall own all intellectual property rights in the custom code, source code, design assets, and other materials specifically created for the Client under that SOW ("Final Deliverables").
  • Usage Rights: The Client may use the Final Deliverables for their intended internal and external business purposes but may not distribute, sell, or modify them without Zuri Labs' written consent.

5. Confidentiality and Non-Disclosure

Both Zuri Labs and the Client (collectively, the "Parties") agree to strictly maintain the confidentiality of all non-public information exchanged during the course of the engagement ("Confidential Information").

  • Scope: Confidential Information includes trade secrets, business plans, financial data, customer lists, proprietary project details, and technical specifications.
  • Obligation: The Parties shall use Confidential Information solely for the purpose of the engagement and shall not disclose it to any third party without prior written consent, unless required by law.

6. Warranties and Limitation of Liability

Warranties

Zuri Labs warrants that the services will be performed professionally, consistent with generally accepted industry standards. The Client's sole remedy for breach of this warranty is for Zuri Labs to re-perform the defective services at no additional charge.

Limitation of Liability

ZURI LABS SHALL NOT BE LIABLE for any indirect, incidental, special, consequential, punitive, or exemplary damages, or any loss of profits, revenues, data, or goodwill.

OUR TOTAL AGGREGATE LIABILITY for any claims arising from these Terms or services shall NOT EXCEED the total amount paid by the Client for the specific services giving rise to the claim during the twelve (12) month period immediately preceding the event.

7. Governing Law and Dispute Resolution

  • Governing Law: These Terms and any disputes shall be governed by the laws of the Republic of Kenya.
  • Jurisdiction: Any legal suit or action shall be subject to the exclusive jurisdiction of the courts in Nairobi, Kenya.

8. Changes to Terms and Conditions

Zuri Labs reserves the right to update or modify these Terms at any time. We will notify Clients of material changes via email or prominent notice on our website. Continued use constitutes acceptance of these changes.

Disclaimer: This document is for illustrative purposes only. For any legally binding document, seek professional legal counsel.