Terms of Service

1. Introduction

These Terms of Service (“Terms”) constitute a legally binding agreement between you (the “Client”) and Frank Tech (“we,” “us,” or “our”), a professional software development agency based in Nairobi, Kenya. These Terms govern all engagements for web development, mobile application development, software engineering, and related technology services.

By commissioning our services, signing a proposal, or accepting a statement of work, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not engage our services.

2. Service Engagement

Each project engagement is governed by the following principles:

Project Initiation

• All projects require a signed proposal or statement of work (SOW) that outlines scope, deliverables, timeline, and pricing before development begins.
• The SOW becomes binding upon signature by both parties and receipt of the initial deposit.
• Any work performed outside the agreed SOW will require a separate change order with its own terms and pricing.

Client Responsibilities

• Provide all required content, assets, brand guidelines, and access credentials in a timely manner. Delays in providing materials may affect project timelines.
• Designate a primary point of contact with authority to make decisions and approve deliverables on behalf of your organization.
• Review and provide feedback on deliverables within the agreed timeframes specified in the SOW.

Our Commitments

• Deliver professional, high-quality work that meets the specifications outlined in the SOW.
• Maintain transparent communication throughout the project lifecycle.
• Adhere to agreed timelines, notifying you promptly of any potential delays along with proposed solutions.

3. Payment Terms

Payment Structure

• Initial Deposit: A non-refundable deposit of 50% of the total project fee is required before development commences. This secures your project slot in our schedule.
• Final Payment: The remaining 50% is due upon project completion and before final deployment or handover of source files.
• Milestone Payments: For larger projects, we may agree on milestone-based payment schedules as outlined in the SOW.

Payment Policies

• Invoices are payable within 14 days of issuance unless otherwise specified in writing.
• Late payments are subject to a 1.5% monthly interest charge on the outstanding balance.
• We reserve the right to pause active development if payments are more than 14 days overdue, without penalty to us.
• All prices are quoted in the currency specified in the SOW and are exclusive of applicable taxes unless stated otherwise.

4. Intellectual Property

Ownership & Transfer

• Client Materials: You retain all rights to content, assets, trademarks, and other materials you provide to us. By sharing these materials, you grant us a limited license to use them solely for the purpose of completing your project.
• Custom Deliverables: Upon receipt of final payment in full, all rights to custom code, designs, and other bespoke deliverables created specifically for your project are transferred to you.
• Reusable Components: We retain the right to use general-purpose tools, frameworks, libraries, and code components that are not unique to your project. These pre-existing or generic assets remain our intellectual property.
• Third-Party Licenses: The Client is responsible for procuring and maintaining any necessary third-party licenses (e.g., fonts, stock imagery, plugins, SaaS subscriptions) required for the project.

Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to display completed work in our portfolio, case studies, and marketing materials. We will not disclose confidential business information or sensitive data in such presentations.

5. Project Management

Communication

• Primary communication will be conducted via email and/or agreed collaboration platforms (e.g., Slack, Microsoft Teams). Response times are within one business day during normal working hours (Monday–Friday, 9:00 AM – 6:00 PM EAT).
• Regular progress updates will be provided at intervals agreed upon in the SOW — typically weekly for active projects.

Revisions & Scope Changes

• Each project includes up to five (5) rounds of revisions as part of the agreed scope. Revisions refer to modifications within the original project specifications.
• Additional revision rounds or changes that expand the original scope will be quoted separately and require written approval before implementation.
• Scope changes may affect the project timeline and total cost. We will provide updated estimates before proceeding with any out-of-scope work.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement. This includes, but is not limited to, business strategies, technical specifications, user data, and financial information. This obligation survives the termination of the agreement.

6. Delivery & Acceptance

Delivery Process

• Completed projects are delivered via GitHub repository transfer, direct server deployment, or another method agreed upon in the SOW.
• All deliverables will be accompanied by relevant documentation, including setup instructions and any necessary credentials.

Acceptance Period

• Upon delivery, the Client has a twenty-eight (28) day review period to test deliverables and report any issues that deviate from the agreed specifications.
• If no issues are reported within this period, the project is deemed accepted.
• Minor bug fixes and adjustments identified during the acceptance period will be addressed at no additional cost.

Post-Delivery Warranty

We provide a ninety (90) day warranty following project acceptance. During this period, we will fix any bugs or defects in the delivered work at no additional charge, provided the issues are attributable to our code and not caused by third-party modifications, hosting environment changes, or user error.

7. Cancellation & Refund Policy

Client-Initiated Cancellation

• The Client may cancel a project at any time with fourteen (14) days' written notice.
• Upon cancellation, the Client is responsible for payment of all work completed up to the date of cancellation, including any approved expenses.
• The initial deposit is non-refundable once development has commenced, as it covers project planning, resource allocation, and preliminary work.

Our Right to Terminate

• We reserve the right to terminate a project if the Client fails to provide required materials or feedback after repeated requests, or if payments remain overdue beyond 30 days.
• In such cases, we will provide written notice and a reasonable cure period before termination.

8. Limitation of Liability

• Cap on Liability: Our total aggregate liability arising out of or related to any project shall not exceed the total fees paid by the Client for that specific project.
• Exclusion of Indirect Damages: We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities.
• Client Responsibilities: The Client is responsible for maintaining independent backups of all data and content. The Client must thoroughly test all functionality before launching to a production environment.
• Third-Party Services: We are not liable for disruptions, outages, or failures caused by third-party services, hosting providers, APIs, or platforms beyond our control.
• Force Majeure: Neither party shall be liable for delays or failure to perform resulting from circumstances beyond reasonable control, including natural disasters, pandemics, government actions, or internet infrastructure failures.

9. Maintenance & Ongoing Support

Beyond the warranty period, we offer flexible maintenance and support options to keep your software running smoothly:

• Monthly Maintenance Plans: Ongoing packages that include security updates, dependency patches, performance monitoring, minor feature enhancements, and priority support.
• On-Demand Support: Ad-hoc support and development services billed at our standard hourly rate, available for clients without a monthly plan.
• Critical Bug Fixes: Issues classified as critical (service outages, security vulnerabilities) are prioritized and addressed with urgency, regardless of plan type.
• Third-Party Dependencies: While we will assist in resolving issues, we cannot guarantee fixes for problems caused by third-party service changes, API deprecations, or platform updates outside our control.