STANDARD TERMS AND CONDITIONS OF SALE
1. Definitions
1.1 "Consulting Services" refers to the software consulting services provided by Opportunitake Company, including but not limited to ERP consultation, mobile app development, and related support, as detailed in the proposal or service agreement.
1.2 "Client" refers to the individual or entity purchasing the Consulting Services from Opportunitake Company.
1.3 "Opportunitake Company" refers to the company providing the Consulting Services.
2. Agreement
2.1 These Terms and Conditions, together with any proposal or service agreement, constitute the entire agreement between the Client and Opportunitake Company regarding the sale and provision of Consulting Services.
2.2 Any modifications to these Terms and Conditions must be made in writing and signed by both parties.
3. Services
3.1 Opportunitake Company agrees to provide Consulting Services as outlined in the proposal or service agreement.
3.2 Opportunitake Company will use reasonable efforts to complete the services in a timely manner, subject to any delays caused by factors beyond Opportunitake Company's control.
4. Fees and Payment
4.1 Fees: The fees for the Consulting Services will be specified in the proposal or service agreement.
4.2 Payment Terms: Payments are due as specified in the invoice or service agreement. Unless otherwise agreed, invoices are payable within 30 days of receipt.
4.3 Late Payments: A late fee of 1% per month will be charged on overdue amounts, calculated from the due date until payment is received.
5. Client Obligations
5.1 The Client agrees to provide all necessary information, access, and cooperation required for Opportunitake Company to perform the Consulting Services.
5.2 The Client is responsible for ensuring that any data or materials provided to Opportunitake Company are accurate and complete.
6. Confidentiality
6.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of providing and receiving the Consulting Services.
6.2 Confidential information does not include information that is public knowledge, was independently developed, or is required to be disclosed by law.
7. Intellectual Property
7.1 Any intellectual property created by Opportunitake Company in the course of providing Consulting Services remains the property of Opportunitake Company unless otherwise agreed in writing.
7.2 The Client is granted a non-exclusive, non-transferable license to use the deliverables for its internal purposes only.
8. Warranties and Disclaimers
8.1 Opportunitake Company warrants that the Consulting Services will be performed with reasonable skill and care.
8.2 Except as expressly provided in these Terms and Conditions, Opportunitake Company makes no warranties, express or implied, including but not limited to any warranties of merchantability or fitness for a particular purpose.
9. Limitation of Liability
9.1 Opportunitake Company's liability for any claim arising out of or related to the Consulting Services is limited to the amount paid by the Client for those services.
9.2 Opportunitake Company is not liable for any indirect, incidental, or consequential damages arising out of the performance or non-performance of the Consulting Services.
10. Termination
10.1 Either party may terminate the agreement for convenience with 30 days written notice.
10.2 Opportunitake Company may terminate the agreement immediately if the Client fails to pay fees as agreed or breaches any material term of the agreement.
11. Governing Law
11.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of Kenya.
11.2 Any disputes arising under or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Kenya.
12. Miscellaneous
12.1 Entire Agreement: These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements and understandings.
12.2 Severability: If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
12.3 Force Majeure: Opportunitake Company is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of nature, war, or labor disputes.