Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("you", "your") and Danamo Tech Ltd ("Danamo Tech", "we", "us", "our"), a company incorporated under the Companies Act, 2015 (No. 17 of 2015) of the Laws of Kenya, with its registered office in Mombasa, Kenya.

By accessing or using danamotech.co.ke (the "Site") or engaging our services, you agree to be bound by these Terms. If you do not agree, you must stop using the Site immediately.

1. Company Details

2. Definitions

• "Services" means the technology, design, development, consulting, and related services we provide, as described on the Site or in a written proposal.
• "Content" means text, images, code, designs, documents, and other materials made available on the Site.
• "User" means any person accessing the Site or engaging our Services.

3. Acceptance and Electronic Contracting

Under the Business Laws (Amendment) Act, 2020 and the Kenya Information and Communications Act (Cap 411A), contracts may be concluded electronically. By submitting a form, clicking "Register", "Apply", or "Send Message", or by continuing to use the Site, you are entering into an electronic contract with us on these Terms.

4. Use of the Site

You agree to use the Site lawfully and not to:

• violate any applicable law, including the Computer Misuse and Cybercrimes Act, 2018 (No. 5 of 2018);
• attempt to gain unauthorised access to the Site, its servers, or any connected systems;
• introduce malware, viruses, or any code designed to disrupt or damage the Site;
• scrape, crawl, or harvest data from the Site without our prior written consent;
• impersonate any person or misrepresent your affiliation with any entity;
• use the Site to send unsolicited commercial communications (spam).

5. Accounts

Some areas of the Site require an account. You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activity that occurs under your account;
• notifying us immediately at security@danamotech.co.ke if you suspect unauthorised access.

We reserve the right to suspend or terminate accounts that breach these Terms, with notice where practicable.

6. Services and Proposals

Descriptions of Services on the Site are for general information only and do not constitute an offer. A binding contract for Services is formed only when:

• we issue a written proposal or statement of work ("SOW") countersigned by an authorised representative; and
• any required deposit is received.

Where a conflict arises between these Terms and a signed SOW, the SOW prevails for the Services it covers.

7. Fees and Payment

Fees for Services are set out in the applicable proposal or SOW. Unless stated otherwise:

• all fees are quoted in Kenya Shillings (KES) or United States Dollars (USD) and are exclusive of VAT and any other applicable taxes;
• invoices are payable within 14 days of issue;
• late payments may attract interest at the rate of 2% per month or the maximum permitted by law, whichever is lower;
• we may suspend Services if invoices remain unpaid for more than 30 days after a written reminder.

Under the Consumer Protection Act, 2012 (Cap 501), where you are a consumer entering an internet agreement, you may have a cooling-off period of 14 days to cancel certain purchases. This right does not apply to bespoke digital services that have been substantially performed with your consent.

8. Intellectual Property

Our IP. The Site, our brand, logo, code, designs, and pre-existing materials are owned by Danamo Tech Ltd or our licensors and are protected by the Copyright Act, 2001, the Trade Marks Act, Cap 506, and other applicable laws.

Your IP. You retain ownership of any content or materials you provide to us. You grant us a limited, non-exclusive licence to use that content solely to deliver the Services.

Deliverables. On full payment, ownership of bespoke deliverables created specifically for you under an SOW transfers to you, except for our pre-existing tools, frameworks, and know-how, which remain ours and are licensed to you for use with the deliverables.

9. Third-Party Links

The Site may contain links to third-party websites. We do not control and are not responsible for their content, privacy practices, or availability. Links do not imply endorsement.

10. Disclaimers

The Site and its Content are provided on an "as is" and "as available" basis. To the fullest extent permitted by Kenyan law, we disclaim all warranties, express or implied, including fitness for a particular purpose and non-infringement. Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• any liability that cannot be excluded under the Consumer Protection Act, 2012 or other applicable Kenyan law.

11. Limitation of Liability

Subject to Section 10, and to the maximum extent permitted by law:

• we are not liable for indirect, incidental, special, or consequential losses, including loss of profit, data, or goodwill;
• our total aggregate liability arising out of or in connection with the Site or any SOW is limited to the total fees paid by you to us under the relevant SOW in the 12 months preceding the claim.

12. Indemnity

You agree to indemnify and hold harmless Danamo Tech Ltd, its directors, employees, and agents against any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• your breach of these Terms;
• your violation of any law or third-party right;
• content you submit to the Site that infringes third-party rights or is unlawful.

13. Privacy and Data Protection

Our handling of personal data is governed by our Privacy Policy and Cookies Policy, which form part of these Terms. Where we process personal data on your behalf as part of the Services, we will do so under a written data processing agreement in accordance with Section 42 of the Data Protection Act, 2019.

14. Termination

We may suspend or terminate your access to the Site at any time if you breach these Terms. Termination does not affect any rights or obligations that accrued before termination, including payment obligations.

15. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of Kenya. The courts of Kenya have exclusive jurisdiction, subject to any mandatory consumer protection rights you may have under the Consumer Protection Act, 2012.

16. Dispute Resolution

Before commencing legal proceedings, the parties agree to attempt to resolve any dispute in good faith through negotiation for at least 30 days. Where the dispute cannot be resolved, either party may refer it to:

• the Competition Authority of Kenya (CAK), for consumer protection matters;
• the Office of the Data Protection Commissioner (ODPC), for data protection matters;
• the courts of Kenya, for all other matters.

Nothing in this clause prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

17. Changes to These Terms

We may update these Terms from time to time. The "Last updated" date at the top of this page will reflect the most recent revision. Continued use of the Site after changes constitutes acceptance of the revised Terms.

18. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, together with any signed SOW and our Privacy and Cookies Policies, constitute the entire agreement between you and us regarding the Site and supersede all prior agreements and understandings.

20. Contact

For questions about these Terms, contact legal@danamotech.co.ke.

These Terms & Conditions are drafted to align with the Consumer Protection Act, 2012 (Cap 501), the Kenya Information and Communications Act (Cap 411A), the Business Laws (Amendment) Act, 2020, and the Data Protection Act, 2019. They must be reviewed by a qualified Kenyan advocate before publication, and updated whenever your services or the applicable law change.