TERMS & CONDITIONS

GENERAL TERMS AND CONDITIONS

The following terms and conditions (“Terms and Conditions”) apply to any service provided by Digital Tangent, a software vendor operating in Kenya (“Digital Tangent”) to you, the Client (“Client”), including but not limited to: website development, website design, hosting, maintenance, pay-per-click marketing, SEO services and advisory (individually and collectively “Services”). Digital Tangent may, in its sole discretion, amend these Terms and Conditions at any time by posting a revised version on our website and will provide reasonable advance notice of any amendment that includes a substantial change.

  1. Acceptance

Please read these Terms and Conditions carefully. Any purchase or use of Digital Tangent’s Services implies that the Client has read and accepted these Terms and Conditions and acknowledges that these Terms and Conditions constitute a legally binding agreement.

  1. Proposal and Statement of Work

Charges for services to be provided by Digital Tangent (“Quotation”) are defined in the project proposal (the “Proposal”). The Proposal also provides an outline of all Services to be performed by Digital Tangent (“Statement of Work”). Quotations are valid for a period of fourteen (14) days. Digital Tangent reserves the right to alter or decline to provide a Quotation after expiry of the fourteen (14) days.

The Statement of Work will also include an expected delivery date (“Project End Date”) where all deliverables and outcomes from the Statement of Work will be provided to the Client and the Client will be asked to accept the completion of the Statement of Work. If Digital Tangent is unable to meet the timelines defined by the Project End Date, the Client will be informed in writing and a new Project End Date will be agreed with the Client.

  1. Paymentand Payment Terms

Invoices will be provided by Digital Tangent via email; however, the Client may choose to receive hard copy invoices upon written request to Digital Tangent. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of the higher of one and one-half percent (1.5%) or Kenya Shilling three thousand (KSH 3,000) per month of the total amount due. Payment for services is due by M-PESA or bank transfer. Bank and M-PESA details will be made available on invoices.

Unless agreed otherwise with the Client, all Services require an advance payment of a minimum of fifty (50) percent of the total Quotation before the work is supplied to the Client for review. The remaining fifty (50) percent of the total Quotation is due upon completion of the work, prior to upload to the Client’s server or release of materials to the Client or to any recipient designated by the Client.

  1. Additional Expenses

The Client agrees to reimburse Digital Tangent for any additional expenses necessary for the completion of the Statement of Work. Examples include, but are not limited to, domain registration, software licenses, purchase of special fonts, stock photography etc.

  1. Default

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Digital Tangent's server and/or web space, Digital Tangent will, at its discretion, remove all such material from its server and/or web space. Digital Tangent is not responsible for any loss of data incurred due to the removal of the information or files. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Cheques returned for insufficient funds will be assessed a return charge of Kenya Shilling three thousand (KSH 3,000) and the Client's account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Digital Tangent reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Digital Tangent in enforcing these Terms and Conditions.

  1. Term and Termination

The Terms and Conditions are effective until Project End Date or until Digital Tangent or the Client terminates the Services provided by Digital Tangent or the Services are terminated as expressly permitted in this Agreement.

Termination of the Statement of Work by the Client must be requested in a written notice and will be effective thirty (30) days from the receipt of such notice. E-mail or telephone requests for termination of the Statement of Work will not be honored until and unless confirmed in writing. The Client will be invoiced for any Services provided up until the termination becomes effective.

Digital Tangent reserves the right to terminate any Service by providing written notice to the Client.

  1. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Digital Tangent the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Digital Tangent permission and rights for use of the same and agrees to indemnify and hold harmless Digital Tangent from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. Acceptance of these Terms and Conditions shall be regarded as a guarantee by the Client to Digital Tangent that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

  1. General

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's online acceptance or payment of the advance fee constitutes agreement to and acceptance of these Terms and Conditions and the client acknowledges that acceptance of the Terms and Conditions is considered legally binding.

  1. Governing Law

These Terms and Conditions shall be governed by Kenyan Law

  1. Liability

Digital Tangent hereby excludes itself, its employees, its agents or sub-contractors and all third party service providers from all and any liability to the Client or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever including any that may result from:

  • Loss or damage caused by any inaccuracy;
  • Loss or damage caused by omission;
  • Loss or damage caused by delay or error, whether the result of negligence or other cause;
  • Loss or damage to any Clients' materials, data, or content. Immaterial whether the loss or damage results from negligence or otherwise;
  • Personal injury or property damage of any nature whatsoever;
  • Any unauthorized access to or use of Digital Tangent’s servers and/or web space, and/or any and all content, personal information, financial information or other information and data stored therein;
  • Any interruption or cessation of the Clients’ services;
  • Any loss or damage of any kind incurred as a result of the Clients’ use of Digital Tangent’s Services, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not Digital Tangent is advised of the possibility of such damages.

The entire liability of Digital Tangent to the Client in respect of any claim whatsoever or breach of these Terms and Conditions, whether or not arising out of negligence, shall be limited to the Quotation in respect of the Statement of Work for which the breach has arisen.

The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms and Conditions or the Clients’ use of any Services provided by Digital Tangent.

  1. Indemnity

The Client agrees to protect, defend, indemnify and hold harmless Digital Tangent and its employees, agents, sub-contractors and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Digital Tangent directly or indirectly arising from (i) the Clients’ use of and access to Services provided by Digital Tangent; (ii) the Clients’ violation of any provision of these Terms and Conditions or the policies or agreements which are incorporated herein; and/or (iii) the Clients’ violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of these Terms and Conditions or the Clients’ use of Services provided by Digital Tangent.

  1. Severability

In the event any one or more of the provisions of these Terms and Conditions shall be held to be invalid, illegal or unenforceable, the remaining provisions of these Terms and Conditions shall be unimpaired and the Terms and Conditions shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provisions.

  1. Subcontracting

Digital Tangent reserves the right to subcontract any services outlined in the Statement of Work.

WEBSITE DESIGN AND DEVELOPMENT

  1. Client Review

Digital Tangent will provide the Client with an opportunity to review the appearance and content of any deliverables during the design phase and once the overall Statement of Work is completed. At the completion of the Statement of Work outlined in the Proposal, such materials will be deemed to be accepted and approved unless the Client notifies Digital Tangent otherwise within seven (7) days of the date the materials are made available to the Client.

Digital Tangent will offer the Client the opportunity to make revisions to the design. However, Digital Tangent reserves the right to limit the number of design proposals to a total of three (3) and may charge for additional designs if the Client requests a change to the original design specification.

Digital Tangent’s website development phase is flexible and allows certain variations to the original specification. However any major deviation from the specification will be charged at the rate of KSH 5,000 per hour.

  1. Turnaround Time and Content Control

Digital Tangent will install and publicly post or supply the Client's website by the date specified in the Proposal, or at date agreed with Client upon Digital Tangent receiving initial payment, unless the Client has not provided all of the materials and requested content outlined in in the checklist provided in the Proposal (“Getting Started Checklist”) in a timely manner or unless a delay is specifically requested by the Client and agreed by Digital Tangent.

In return, the Client agrees to delegate a single individual as a primary contact to aid Digital Tangent with progressing the commission in a satisfactory and expedient manner.

  1. Failure to provide required content

Digital Tangent is a small business and in order to remain efficient, must ensure that work planned is carried out at the scheduled time. On occasion Digital Tangent may be required to reject offers for other work to ensure that the Client’s Statement of Work is completed by the date agreed with the Client.

As a result, Digital Tangent requires that all information requested in the Getting Started Checklist is provided within one week of project commencement. On any occasion where progress cannot be made on the Statement of Work because Digital Tangent has not been given the required information in the agreed time frame, Digital Tangent reserves the right to close the project and the balance remaining from the Quotation becomes payable immediately.

  1. Web Browsers

Digital Tangent makes every effort to ensure any website developed by Digital Tangent is designed to be viewed by the majority the Client’s customers. Websites are designed to work with any browser brand and version that has overall share of web traffic higher than 15% according to StatCounter (currently Safari and Google Chrome). The Client agrees that Digital Tangent cannot guarantee correct functionality with all browser software across different operating systems.

Digital Tangent cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been developed and handed over to the Client. As such, Digital Tangent reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

  1. Design Credit

A link to Digital Tangent will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than KSH 250,000, a fixed fee of KSH 25,000 will be applied. The Client also agrees that the website developed for the Client may be presented in Digital Tangent's portfolio.

  1. Access Requirements

If the Client's website is to be installed on a third-party server, Digital Tangent must be granted temporary write access to the Client's storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. If access is not provided within one week of project commencement, Digital Tangent reserves the right to close the project and the balance remaining becomes payable immediately.

  1. Post-Placement Alterations

Digital Tangent cannot accept responsibility for any alterations caused by a third party occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

  1. Domain Names

Digital Tangent may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Digital Tangent. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

  1. Search Engines

Digital Tangent cannot guarantee any specific position in search engine results for the Client’s website. Digital Tangent performs basic search engine optimization during the development phase, according to current best practice.

  1. Data Backup and Software Updates

The Client is responsibile for maintaining local copies of website data, content and information. Digital Tangent performs periodic backup of websites hosted on the Digital Tangent server. Backups are made for server restoration purposes only. However, it is recommended that all Clients keep their own recent copy of their sites for any unforeseen events.

From time to time, the Content Management Software vendor or third party plugin vendors may provide updates to website software used to run the Client’s website. Unless the Client is actively subscribed to a Service provided by Digital Tangent that provides maintenance services, it is the Client’s responsibility to update the website to the newer versions of the software.

  1. eCommerce and Data Protection

The Client is responsible for complying with all relevant laws relating to eCommerce and Data Protection policies, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify Digital Tangent and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from the Client or the Client’s customers use of Internet electronic commerce.

HOSTING

  1. Availability of Hosting Services

If the Client is actively subscribed with an account in good standing to a Hosting Service provided by Digital Tangent, reasonable endeavors will be used to ensure that Hosting Services are provided to the Client according to the current Service Level Agreement (“SLA”) in place for Digital Tangent’s Hosting Services and included in the Proposal.

Where the Service is unavailable for more than twenty-four (24) hours, Digital Tangent will contact the Client and provide reasons for the interruption or, where this is not possible, due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated.

Whilst Digital Tangent will use reasonable endeavors to ensure the integrity and security of the Hosting Hardware, Digital Tangent does not guarantee that the Hosting Hardware will be free from unauthorized users, viruses or hackers and shall be under no liability for unavailability of the Service.

Where Service interruption cannot be remedied within three (3) business days by Digital Tangent, with consent of the Client, Digital Tangent shall endeavor to transfer the Client’s website to alternative Hosting Hardware in order to restore the provision of the Service.

Where the Client and/or the Client’s users are unable to access/use the Client’s Website, the Client shall first ascertain whether the inability of access/use is caused by a failure on the part of the Client’s and/or its users’ internet service provider and/or equipment. After performing these checks the Client shall contact Digital Tangent to report the unavailability.

Where the provision of the Service is interrupted through the fault of any third party, Digital Tangent shall bear no responsibility or liability. Where it is subsequently established that fault does not lie with the Digital Tangent but with the Client’s and/or its users’ internet service provider and/or equipment, Digital Tangent reserves the right to charge the Client such reasonable costs as Digital Tangent may have incurred.

  1. Termination of Hosting Services

Website hosting can be terminated by the Client by written notice and will be effective thirty (30) days from the receipt of such notice. The Client is responsible for downloading, transferring and/or backing up any data, files, content, or settings from the Digital Tangent server to a location deemed suitable by the Client prior to the effective date of the termination. Any request for Digital Tangent to assist the Client or it’s designee with the transfer will be charged at the rate of Kenya Shilling five thousand (KSH 5,000) per hour.

SEARCH ENGINE OPTIMIZATION (SEO)

  1. Search Engine Rankings

No specific rank in any search engine is guaranteed by employing Digital Tangent’s SEO services, but SEO services will be performed to the best of Digital Tangent's knowledge and ability.

The Client should be satisfied once they have chosen to engage Digital Tangent to implement SEO services by examining Digital Tangent's experience and previous work that Digital Tangent has the requisite knowledge and ability to implement SEO services.

The Client's website’s ranking with a particular Search Term will rely on both the relevancy of that term on their pages, the popularity of that term on other websites and the relevance of the back-links to their website to the search term. Although Google’s results are displayed on other search engines, the work that is carried out by Digital Tangent is aimed at increasing visibility and boosting ranking on Google, MSN and Yahoo!. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can Digital Tangent quantify the level of increased traffic or sales, as a result of the SEO campaign.

SEO deliverables are to improve The Client's website rankings on the keywords selected &/or close variations of these phrases. In some cases it may not be possible to improve rankings on certain keyword phrases and in this case Digital Tangent will select the closest relevant keyword phrases to optimize.

The SEO process can take at least two to three (2-3) months to show some significant effect. During this time the Client’s site is analyzed and optimized within the timelines and resources specified in the Statement of Work.

Any SEO work that Digital Tangent undertakes may be detrimentally affected if The Client has:

  • Employed the services of another SEO Company or any other related company to work on the website during the same period, or
  • Employed the services of a search engine submission company during the same period, or
  • Created any duplicate sites, duplicate content or pages, redirects or doorway pages, or
  • Requested or exchanged links with link farms or
  • Undertaken any spamming techniques which may harm the website’s ranking with Google, or
  • Attempted to use any other techniques, whether allowed by Google or not, to attempt to increase the SEO ranking of the site, or
  • Any other additional SEO or SEO related activity.

Digital Tangent will not be held responsible for reaching any agreed upon targets if the Client has attempted to complete any of the above listed tactics.

MAINTENANCE

  1. Termination of Maintenance Services

Website maintenance services are provided on a quarterly basis and are invoiced every three (3) months. Maintenance can be terminated by the Client by written notice and will be effective thirty (30) days from the receipt of such notice. Website maintenance fees will be prorated for any new Client that signs up in the middle of a given month. Digital Tangent reserves the right to terminate maintenance services for any Client with written notice to the Client.

  1. Inclusions

Maintenance services provided are detailed in the Statement of Work and are performed during normal business hours as outlined in the SLA provided in the Proposal. Digital Tangent reserves the right to refrain from performing any maintenance services that are deemed to potentially cause an outage of the Client’s website. In this case, Digital Tangent will inform the Client and will advise the Client on an alternative route of action. If the alternative action agreed between Digital Tangent and the Client is to redevelop the website, Digital Tangent will provide a new Proposal and Quotation for the Client as any redevelopment work is not included within the Statement of Work for maintenance services

  1. Direct Access to Hosted Files, Databases, and Services

Digital Tangent may provide the Client with access credentials to the cPanel or FTP for the website(s) managed by Digital Tangnet. This access allows Client to modify website files, settings, databases, and other configurations related to website hosting.

Limited Responsibility:

Upon issuance of access credentials, Company's responsibility for the website's availability, functionality, or usability is limited. In the event that the website becomes unavailable, unusable, or experiences any issues, Company shall no longer be responsible for fixing the website or returning it to a usable state.

Client's Responsibilities:

Client acknowledges and agrees that, with access, they have the ability to make changes to the website's configuration. Client shall be solely responsible for any changes made, and any resulting issues or downtime.

Technical Support:

Company may, at its sole discretion, provide technical support for issues arising from its own actions or services. However, Company is not obligated to provide support for issues caused by Client's actions, third-party services, or external factors.

Termination of Responsibility:

Upon the issuance of access credentials, Company's responsibility for the website's management and support is limited to the extent outlined in this Agreement. Company reserves the right to terminate or restrict support services at its discretion.

CONTACT INFORMATION

If you have any questions about these Terms and Conditions, please contact Digital Tangent by email or regular mail at the following address:

Digital Tangent
Box 1473 Village Market
00621
Nairobi, Kenya
info@digitaltangent.com

Last updated: July 2023