Terms & Conditions

1. Acceptance of Terms

By engaging Techhold Developers for any service — whether digital marketing, SEO, web development, mobile app development, custom software, or consulting — you acknowledge and agree to be bound by these Terms, together with any specific project proposal, statement of work, or master services agreement you have signed with us.

If you do not agree with any part of these Terms, you must not use our website or engage our services. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. Definitions

3. Our Services

Techhold Developers provides professional digital marketing, search engine optimization (SEO), web design and development, mobile app development, custom software development, e-commerce, CRM/ERP implementation, and related consulting services.

The specific scope, deliverables, timelines, and fees for any engagement are defined in the relevant proposal or Statement of Work signed by both parties. In the event of any conflict between these Terms and a signed proposal, the signed proposal shall prevail for that specific engagement.

4. Engagement & Proposals

All engagements with Techhold Developers are governed by a written proposal or Statement of Work. A proposal becomes binding once:

• You sign and return the proposal (electronically or physically); OR
• You pay a deposit or first invoice for the engagement; OR
• You provide written confirmation (e.g., via email) to proceed.

Any changes to the agreed scope of work must be documented in a written change order and may affect timelines and fees. Verbal agreements to change scope will not be considered binding unless confirmed in writing.

5. Fees & Payment

Fees for our services are outlined in each proposal or Statement of Work. Unless otherwise agreed in writing, the following standard payment terms apply:

Engagement Type	Payment Structure	Timeline
Project-Based	50% deposit to begin, 50% on delivery	Deposit due within 7 days of proposal acceptance
Retainer (Monthly)	100% in advance, invoiced monthly	Due within 7 days of invoice date
Hourly/Consulting	Invoiced monthly based on hours worked	Due within 14 days of invoice date
Enterprise/SaaS	Milestone-based payments	As defined in the SOW

All invoices are payable in Kenyan Shillings (KES) unless otherwise stated. We accept bank transfers, M-Pesa, and other payment methods as indicated on invoices.

6. Client Obligations

To enable us to deliver services effectively, you agree to:

• Provide timely information — Content, brand assets, access credentials, and feedback as reasonably required.
• Designate a point of contact — A decision-maker with authority to approve deliverables and provide direction.
• Respond within reasonable timeframes — Delays in feedback or approvals may extend project timelines accordingly.
• Ensure legal compliance — That any content, materials, or data you provide do not infringe third-party rights or violate any laws.
• Provide access to systems — Websites, hosting, analytics, ad accounts, and other platforms required for the engagement.
• Pay invoices on time — As per the terms outlined in Section 5.

7. Intellectual Property

The ownership of intellectual property created during an engagement depends on whether the engagement is project-based or retainer-based, and is further defined in the specific proposal.

7.1 Client-Owned IP

• All pre-existing materials, brand assets, data, and content you provide remain your exclusive property.
• Upon full payment for a project-based engagement, ownership of custom deliverables (websites, apps, software, designs) transfers to you, unless otherwise stated in the SOW.
• We retain the right to reuse generic, non-proprietary techniques, frameworks, and knowledge gained during the engagement.

7.2 Techhold-Owned IP

• Our proprietary tools, frameworks, internal templates, and pre-existing intellectual property remain ours.
• For retainer engagements, deliverables produced during the engagement typically remain licensed to the Client during the retainer and may be subject to specific terms after termination.
• Any third-party components (open-source libraries, licensed assets) remain subject to their respective licenses.

7.3 Portfolio Rights

Unless you explicitly opt out in writing, Techhold Developers reserves the right to reference completed projects — including name, logo, and general descriptions of work — in our portfolio, case studies, and marketing materials.

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the engagement.

• We will not disclose your confidential business information to third parties without your consent, except as required by law or as necessary to deliver services (e.g., to sub-contractors bound by confidentiality).
• You agree to keep confidential any proprietary methodologies, pricing structures, or internal processes we share with you.
• Confidentiality obligations survive the termination of any engagement for a period of 3 years.

Where required, we are happy to sign a mutual Non-Disclosure Agreement (NDA) before commencing work.

9. Warranties

We warrant that:

• Our services will be performed with reasonable skill, care, and professionalism.
• We have the necessary skills, experience, and resources to deliver the agreed services.
• Deliverables will substantially conform to the agreed specifications in the proposal.

Except as expressly stated above, all services and deliverables are provided "as is" without any other warranties, express or implied.

10. Limitation of Liability

To the maximum extent permitted by law:

• Techhold Developers' total liability under any engagement shall not exceed the total fees paid by the Client to us in the 3 months preceding the event giving rise to the claim.
• We shall not be liable for any indirect, incidental, consequential, special, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — even if advised of the possibility of such damages.
• We are not responsible for actions, decisions, or content taken by the Client based on our recommendations.
• We are not liable for the acts, omissions, or performance of third-party platforms (e.g., Google, Meta, AWS, payment processors).

11. Indemnity

You agree to indemnify, defend, and hold harmless Techhold Developers, its directors, employees, and sub-contractors from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Content, materials, or data you provide to us that infringe third-party rights.
• Your violation of any applicable law or regulation.
• Your use of deliverables in a manner inconsistent with our recommendations or applicable laws.
• Any misrepresentation made by you regarding ownership, authority, or compliance.

12. Termination

Either party may terminate an engagement as follows:

• For Convenience: Either party may terminate a retainer with 30 days' written notice. Project-based engagements may not be terminated for convenience unless agreed in writing.
• For Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• For Non-Payment: We may suspend or terminate services immediately if invoices remain unpaid beyond the due date.

Upon termination, you remain liable for all fees for work performed up to the termination date, plus any non-cancellable third-party costs incurred on your behalf.

13. Force Majeure

Neither party shall be liable for failure or delay in performing obligations under these Terms caused by events beyond reasonable control, including but not limited to: natural disasters, war, civil unrest, government actions, pandemics, power outages, internet disruptions, cyber-attacks, or failure of third-party services.

14. Dispute Resolution

If any dispute arises between the parties in connection with these Terms or any engagement, the parties agree to resolve it as follows:

1. Good Faith Negotiation: Both parties will first attempt to resolve the dispute through good-faith discussion within 14 days of written notice.
2. Mediation: If unresolved, the parties will engage a mutually agreed mediator in Nairobi, Kenya. Mediation costs will be shared equally.
3. Arbitration: If mediation fails, the dispute will be resolved by binding arbitration in Nairobi, Kenya, in accordance with the Nairobi Centre for International Arbitration (NCIA) rules.

Nothing in this section prevents either party from seeking urgent injunctive relief from a competent court.

15. Governing Law

These Terms and any engagement between the parties shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict of law principles.

Subject to the dispute resolution provisions above, the parties submit to the exclusive jurisdiction of the courts of Kenya.

16. Changes to Terms

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes:

• We will update the "Last Updated" date at the top of this page.
• We may notify active clients via email where the changes materially affect ongoing engagements.
• Continued use of our website or services after changes signifies your acceptance of the updated Terms.

Any specific engagement will continue to be governed by the version of these Terms in effect at the time the engagement was signed, unless both parties agree otherwise in writing.

17. Contact Us

If you have any questions or concerns regarding these Terms & Conditions, please contact us using the details below.

These Terms & Conditions were last updated on October 7, 2025 and are effective immediately.