Terms of Service

SHANTEC SYSTEMS ENTERPRISE (hereafter known as “Developer”) with its place of business for the purpose of this agreement at
City House – Wabera Street , Nairobi

– AND –
CLIENT (hereafter known as “Client”)

WHEREAS
The Developer and the Client wish to set out the conditions between the parties in order to commence the Developer’s TecPos- Ultimate Advanced
Accounting System ,Web development and design services to the Client.


NOW THEREFORE, the Developer and the Client agree as follows:
1. DEFINITIONS
1.1. “Developer” refers to SHANTEC SYSTEMS ENTERPRISE, its agents and
authorized representatives which are also referred to using “we”, “us”, ”our”
and “ours”.
1.2. “Client” refers to
CLIENT , your agents and authorized representatives who are also referred to using
“they”, “them”, “their” and “theirs”.
1.3. “Content” refers to The TecPOS Software, Database, text, pictures, sound,
graphics, video, links, and other data stored by the Client at the host
computers.
1.4. “Website” refers to the pages presenting the Content stored by the Client
at the host computers.
1.5. “Web design services” refers to the services of creating content
presentations for the Client’s web site delivered via the World Wide Web.
1.6. “Web development services” refers to the services of writing markup and
coding the web pages for the site.
Shantec Systems Enterprise
2. AUTHORIZATION
The Client is engaging the Developer as an independent contractor for the
specific project of developing and/or improving a World Wide website to be
installed on the Client’s web space on a web hosting service’s computer.
The Client hereby authorizes the Developer to access this account, and
authorizes the web hosting service to provide the Developer with “write
permission” for the Client’s webpage directory, cgi-bin directory, and any
other directories or programs which need to be accessed for this project.


3. PAYMENT AND WORK FLOW
The Developer agrees to execute this web site design as specified in
Appendix A which is an integral part of this agreement. By signing this
agreement, the Client acknowledges that this is the ONLY specification for
the TecPOS Content and web site design project. Any subsequent
modifications to this specification together with any cost adjustment have to
be agreed by both parties by signing a modification agreement. The Client
also agrees to pay the Developer the deposit specified in Appendix B upon
signing this agreement. Under all circumstances, the Developer will not start
work until the deposit is received.
All interim payments, if any, are also listed in Appendix B.
A test site will be created for the Client to monitor the project progress.
The Client agrees to continually view updates to the test site and express
their preferences or dislikes to the Developer.
Upon project completion, the Developer will show the Client all the work
done and the Client is required to sign off indicating that all work has been
done according to Client’s specifications.
The Client agrees to pay the Developer the balance payment at this moment
before the live site is launched.
Shantec Systems Enterprise

4. DATABASES
This agreement does not include a provision for the creation of a database
unless specifically listed in Appendices A or B. If a database is required by the
Client’s web site, the specifics and charges for such will be listed in
Appendices A and/or B.


5. MERCHANT ACCOUNT
If the Client’s web site requires the ability to accept credit cards and/or other
forms of online payment, the Client will need a Merchant Account capable of
receiving secure internet money transactions. The Client understands that
this is their sole responsibility to set up an account
with a service provider such as Mpesa Paybill , Bank Cards and PayPal.
However, the Client may request The Developer to assist in such set up.
The Client may be billed for such service per rate set out in Appendix B.


6. ADDITIONAL EXPENSES
Client agrees to reimburse the Developer for any critical Client-requested
expenses necessary for the completion of the web site not mentioned in this
proposal contract or Appendices A or B.
Examples would be:
• Purchase of specific fonts at the Client’s request.
• Purchase of specific photography or equipment at the Client’s request.
• Purchase of specific software at the Client’s request.


6.PARTICULARS AND TIMELINES
Developer agrees to adhere to the agreed timelines and particulars as
mentioned in this proposal on Appendices A,B C and D
Shantec Systems Enterprise

7. ADDITIONAL SERVICES
If significant page modification is requested after a page has been built to
the Client’s specification, we must count it as an additional page and include
such changes in Appendix B.
Some examples of significant page modification at the request of the Client
include:
• Developing a new table or layer structure to accommodate a substantial
redesign at the Client’s request.
• Recreating or significantly modifying the company logo graphic at the
Client’s request.
• Replacing more than 50% of the text to any given page at the Client’s
request.
• Creating a new navigation structure or changing the link graphics at the
Client’s request.
• Significantly reconfiguring the Client’s shopping cart with new product,
shipping or discount calculation if an e-commerce enabled web site has
been selected by the Client.
Clients who anticipate frequently changing the look of their web site during
the design process and Clients who desire to be intricately involved in the
design of each page are encouraged to negotiate an additional agreement.


8. MAINTENANCE
An Account Manager will be assigned to your Company, which will provide a
structure and framework for raising support, maintenance, development and
training queries or requests.


WARRANTY
We shall provide a warranty or free support for 3 months after system
deployment .
After which the Support And Maintenance Costs will be Agreed Upon on
Either An Annual Maintenance Contract,
Quarterly Maintenance Contract or Monthly Contract. (Not Mandatory)
The Client Will have full Software Rights to The System. Full project
documentation Will be Provided,
including The Code and Database.
Shantec Systems Enterprise

9. CANCELLATION AND REFUND
Cancellation of the project at the request of the Client must be made by
certified official email.
In the event that work is postponed or canceled at the request of the Client
by certified official email, the Developer shall have the right to retain the
original deposit.
In the event this amount is not sufficient to cover the Developer for time
(charge rate specified in Appendix B) and expense already invested in the
project, additional payment will be due.
If additional payment is due, this will be billed to the Client within 10 days of
notification via certified official email to stop work.
If final payment is not made within fourteen (14) days of invoice, simple
interest will accrue on the balance owed at a rate of 10% from the date the
payment was due.
If an amount remains delinquent 30 days after its due date, an additional 5%
penalty will be added for each month of delinquency.


10.CONTENT OWNERSHIP
Copyright to the finished assembled work of web pages produced by the
Developer shall be vested with the Client upon final payment for the project.
This ownership is to include design,photos, graphics, source code, work-up
files, text, and any program(s) specifically designed or purchased on behalf of
the Client for completion of this project.


11.NON-DISCLOSURE
The Developer, its employees and subcontractors agree that, except as
directed by the Client,it will not at any time during or after the term of this
Agreement disclose any confidential information to any person whatsoever.
Likewise, the Client agrees that it will not convey any confidential
information obtained about the Developer to another party.


12.DESIGN CREDIT
Client agrees that the Developer may put a byline on the bottom of all web
pages designed by the Developer to establish design and development
credit. Client also agrees that the web site created for the Client may be
included in the Developer’s portfolio and Website.
Shantec Systems Enterprise

13. ASSIGNMENT OF PROJECT
The Developer reserves the right to assign certain subcontractors to this
project to insure the right fit for the job, as well as on-time completion. The
Developer warrants all work completed by independent subcontractors who
are secured by the Developer for this project.
When subcontracting is required, the Developer will only use industryrecognized independent professionals.


14. LAWFUL PURPOSE
Client agrees that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Web Hosting Service,
the Host Server, the Developer, independent subcontractors, or third-party
subcontractors. Abusive and unethical materials and uses include, but are
not limited to, pornography, obscenity, nudity, violations of privacy,
computer viruses, harassment, any illegal activity, spamming, advocacy of an
illegal activity, and any infringement of privacy. Client hereby agrees to
indemnify and hold harmless the Developer from any claim resulting from
the Client’s publication of material or use of those materials.
It is also understood that the Developer will not publish information over the
Internet which may be used by another party to harm another.
The Developer will also not develop a pornography or warez web site for the
Client. The Developer reserves the right to determine what is and is not
pornography


15.COPYRIGHTS AND TRADEMARKS
The Client represents to the Developer and unconditionally guarantees that
any elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to the Developer for inclusion in the Client’s web site are owned by
the Client, or that the Client has permission from the rightful owner to use
each of these elements, and will hold harmless, protect, and defend the
Developer and its subcontractors from any claim or suit arising from the use
of such elements furnished by the Client.
Shantec Systems Enterprise

16. INDEMNIFICATION
Client agrees that it shall defend, indemnify, save and hold the Developer
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney’s fees associated with the Developer’s
development of the Client’s web site.

This includes liabilities asserted against the Developer, its subcontractors, its
agents, its clients, servants, officers and employees, that may arise or result
from any service provided or performed or agreed to be performed or any
product sold by the Client, its agents, employees or assigns.


Client also agrees to defend, indemnify and hold harmless the Developer
against liabilities arising out of any injury to person or property caused by any
products or services sold or otherwise distributed over the Client’s web site.
This includes infringing upon on the proprietary rights of a third party,
copyright infringement, and delivering any defective product or
misinformation which is detrimental to another person, organization, or
business.


17.GOVERNING LAW
This Agreement will be governed by and construed in accordance with the
laws of the Republic Of Kenya ,and International Laws applicable in Kenya
and will be treated, in all respects, as a Kenyan contract.


18. ENTIRE UNDERSTANDING
This contract and the Appendices attached thereto constitute the sole
agreement between the Developer and the Client regarding this project.
It becomes effective only when signed by both parties. It is the spirit of this
agreement that this will be a mutually beneficial arrangement for the Client
and the Developer. Specific details of our agreement will be
attached as Appendices A or B.


Shantec Systems Enterprise
IN WITNESS WHEREOF the undersigned have executed this Agreement as of
the day and year first written above.
The parties hereto agree that a Physical Stamp, and signatures shall be as
effective as if originals.


SHANTEC SYSTEMS ENTERPRISE
Name: Mr. Bill Lumayah
Title: Director , Systems Analyst.
Contact: +254 713 471 472
Email: info@shantec.co.ke


Account Manager :

IMPLEMENTATION
An Account Manager will be assigned to your Company, which will
provide a structure and framework for raising support, development
and training queries or requests.



PAYABLE TO MPESA PAYMENT:
Go to M-PESA —
Select Lipa na MPESA —
Select Buy Goods and Services
Enter Till No: 679 053


CHEQUE :
ACCOUNT NAME :
SHANTEC SYSTEMS ENTERPRISE


BANK TRANSFER:
BANK NAME: KCB BANK
BRANCH : ONGATA RONGAI
ACCOUNT NAME: SHANTEC SYSTEMS
ENTERPRISE

A/C NO: 117 869 8122


Shantec Systems Enterprise


APPENDIX D
Cost Estimate and Payment Schedule
PAYMENT TERMS
50-50 Installments Choice:
– 50% (Down payment) payable upon signing of the
contract.
– 50% (2nd and Final Installment) payable upon
successful installation of the system – payable after
successful training of the system users. This will
mark the beginning of the warranty period.

CONTACT DETAILS
SHANTEC SYSTEMS ENTERPRISE
www.shantec.co.ke
Ongata Rongai – Vecas Suites
P.O.Box 254714748950-00511
Nairobi
Kenya
+254-713 471 472
+254 722 29 7864
+254-736 963 435