Terms of Service

These Terms apply to all interactions between you and Dewlon Systems, including but not limited to browsing our website, submitting an enquiry, receiving a proposal, signing a contract, making a payment, receiving delivered work, and using any system, application, or product we have built for you.

Where a separate project agreement, service contract, or statement of work is signed between you and Dewlon Systems, the terms of that document shall take precedence over these Terms of Service in the event of any conflict. These Terms apply to everything not covered by a specific agreement.

You represent and warrant that you are at least 18 years of age, have the legal authority to enter into a binding agreement on behalf of yourself or the organisation you represent, and that all information you provide to us is accurate, current, and complete. If you are entering into these Terms on behalf of a business, you confirm that you have the authority to bind that business to these Terms.

Dewlon Systems provides a range of technology services to businesses and organisations across Kenya, East Africa, and internationally. Our services include, but are not limited to, the following:

• Custom software development: the design and development of bespoke web applications, management systems, and enterprise platforms tailored to your specific business requirements
• Website design and development: the creation of responsive, mobile-optimised websites built with modern technologies including Next.js and Tailwind CSS
• Mobile application development: the development of Android and iOS applications, both native and cross-platform
• Cloud solutions: the setup, configuration, migration, and management of cloud infrastructure on platforms such as Amazon Web Services, Microsoft Azure, and Google Cloud Platform
• API development and integration: the creation of RESTful and GraphQL APIs, and the integration of third-party services including M-Pesa through Safaricom's Daraja API
• UI/UX design and prototyping: user research, wireframing, visual design, and interactive prototyping
• Quality assurance and testing: manual and automated testing of software systems for functionality, security, performance, and compatibility
• DevOps and automation: CI/CD pipeline setup, infrastructure as code, containerisation, and deployment automation
• Software maintenance and support: ongoing monitoring, updates, bug fixes, and performance optimisation of existing systems
• SEO and digital marketing support: on-page SEO, content strategy, analytics configuration, and search visibility improvements
• IT consulting and digital transformation: strategic advisory services to guide technology decisions and digital adoption
• Technical training and knowledge transfer: workshops, documentation, and guided sessions to empower your team

The specific services to be delivered in any engagement are defined in a written proposal or statement of work agreed between both parties before work commences. Dewlon Systems reserves the right to decline any project or engagement at our discretion, including where we believe the project involves unlawful, unethical, or harmful purposes.

Every project engagement follows a structured process designed to protect both parties, ensure clarity of expectations, and deliver quality outcomes. Understanding this process before you engage us is important.

No work will commence on any project until a written proposal or contract has been signed and the agreed initial deposit has been received. Verbal agreements, email confirmations, and WhatsApp conversations do not constitute the start of a project engagement under these Terms.

The successful delivery of any software project depends significantly on the active participation and cooperation of the client. By engaging our services, you agree to the following responsibilities.

Information and Content

• You will provide accurate, complete, and up-to-date information relevant to your project, including business requirements, brand guidelines, existing system documentation, and any third-party credentials we need to complete the work
• You will supply all required content including text, images, logos, videos, and data in a timely manner according to the agreed project schedule
• You accept that delays in providing required content or information may result in corresponding delays to the project timeline, for which Dewlon Systems accepts no liability

Access and Approvals

• You will grant us the necessary access to systems, platforms, hosting environments, third-party APIs, and any other resources required to complete the work
• You will appoint a designated point of contact who has the authority to review designs, approve milestones, and make decisions on behalf of your organisation within a reasonable time
• You will review and respond to requests for feedback, approval, or clarification within five business days. Where you fail to respond within this period, we may proceed on the basis of the last agreed direction or pause work without penalty

Legal Compliance

• You confirm that all content, materials, and information you provide to us are either owned by you or that you have the necessary rights, licences, and permissions to use and share them
• You will not instruct us to build or deliver any system, feature, or content that infringes intellectual property rights, violates applicable law, facilitates fraud or deception, or is otherwise unlawful
• You are solely responsible for ensuring that the software or website we deliver for you complies with all laws and regulations applicable to your business and sector, including but not limited to data protection laws, consumer protection laws, financial regulations, and sector-specific compliance requirements

Testing and Acceptance

• You are responsible for conducting thorough user acceptance testing of all deliverables before providing sign-off
• Sign-off on a milestone or final delivery constitutes your acknowledgment that the deliverable meets the agreed specification
• Requests for changes to previously approved deliverables will be treated as new scope and may be subject to additional charges

Clear and timely payment is fundamental to the smooth delivery of every project. These payment terms apply to all engagements unless a separate written agreement specifies otherwise.

Milestone-Based Billing

All projects are billed against defined milestones rather than in a single upfront payment. The standard milestone structure is as follows, though the specific percentages may vary by project:

• Initial deposit of 30 to 40 percent of the total project fee, due before work begins
• Mid-project payment of 30 to 40 percent, due upon completion and approval of the agreed midpoint milestone
• Final payment of the remaining balance, due upon delivery and client sign-off of the completed project

Payment Methods

We accept payment via M-Pesa Paybill, bank transfer (Kenya Commercial Bank and Equity Bank), and international wire transfer for clients outside Kenya. Payment by cheque is not accepted. All prices are quoted and invoiced in Kenyan Shillings (KES) unless a different currency is agreed in writing for international clients.

Disputed Invoices

If you believe an invoice is incorrect, you must notify us in writing within five business days of receiving it, specifying the nature of the dispute. Undisputed portions of an invoice remain due by the original payment date. We will work to resolve billing disputes in good faith within ten business days of notification.

Taxes and Withholding

All fees quoted by Dewlon Systems are exclusive of Value Added Tax (VAT) where applicable. Where VAT or any other applicable tax is chargeable on our services, it will be added to invoices at the prevailing rate. International clients are responsible for any withholding taxes required by their local jurisdiction and should not deduct such taxes from payments made to Dewlon Systems without prior written agreement.

The ownership of intellectual property created during a project is an important aspect of every software engagement. This section explains clearly who owns what, and when.

Client Ownership on Full Payment

Upon receipt of full payment for a project, Dewlon Systems assigns to you all intellectual property rights in the final deliverables we have created specifically for your project. This includes the custom source code, custom designs, written documentation, and any other original work product created exclusively for your engagement. This assignment is irrevocable and covers all territories worldwide.

Pre-Existing Materials

Dewlon Systems and third parties may use pre-existing intellectual property in the course of delivering your project. This includes open-source frameworks and libraries (such as React, Next.js, and Node.js), third-party component libraries, reusable code modules from our internal library, and licensed fonts, icons, or other assets. These materials are not transferred to you under the project assignment. Instead, you receive the benefit of whatever licence governs each pre-existing component, as applicable.

We will inform you if any pre-existing material incorporated into your project requires you to obtain a specific licence or adhere to specific usage conditions. You are responsible for compliance with the licence terms of any open-source or third-party components included in your deliverables.

Portfolio Rights

Unless you request otherwise in writing before the project commences, Dewlon Systems retains the right to describe the work we have done for you in our portfolio, marketing materials, case studies, and on our website. This does not include disclosing any confidential business information, proprietary data, or any material you have designated as confidential.

If you wish to exclude your project from our portfolio entirely, please inform us in writing before signing the project agreement and we will include a non-disclosure clause in the contract.

Client Content

You retain full ownership of all content, data, branding, and materials you provide to us for use in your project. By providing these materials to Dewlon Systems, you grant us a non-exclusive licence to use them solely for the purpose of completing your project. We will not use your proprietary content for any purpose beyond your project without your written consent.

Both parties may disclose confidential information to each other in the course of a project engagement. Each party agrees to keep the other's confidential information strictly confidential and to use it only for the purposes of the engagement.

Confidential information includes, but is not limited to: business strategies, financial data, customer lists, technical specifications, unreleased product plans, source code, database structures, pricing information, and any information that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidentiality obligations do not apply to information that: is already publicly available at the time of disclosure; becomes publicly available through no fault of the receiving party; was already known to the receiving party before disclosure; or is required to be disclosed by law, court order, or regulatory authority, provided the disclosing party is given prompt written notice where legally permissible.

These confidentiality obligations survive the termination or completion of any project engagement and remain in effect for a period of three years following the end of the engagement, unless a separate non-disclosure agreement specifies a different period.

Our Warranties

Dewlon Systems warrants that:

• We will perform all services with reasonable skill, care, and diligence, consistent with recognised industry standards for software development
• The work we deliver will substantially conform to the agreed specification as set out in the signed proposal or statement of work
• We have the right to enter into the agreement with you and to assign the intellectual property rights described in Section 06
• We will not knowingly incorporate any third-party intellectual property into your deliverables without appropriate licences or authorisation

Disclaimer of Other Warranties

Except as expressly stated above, Dewlon Systems makes no representations or warranties of any kind, express or implied, regarding our services or deliverables. We do not warrant that:

• The software we deliver will be entirely free of bugs or errors at the time of delivery
• The software will operate without interruption at all times after delivery
• The software will remain compatible with third-party systems, platforms, or APIs indefinitely, as these are outside our control
• Any specific business outcome (such as increased sales, traffic, or revenue) will result from the use of our deliverables

Limitation of Liability

To the maximum extent permitted by applicable law, the total aggregate liability of Dewlon Systems to you for any claim arising out of or in connection with these Terms or any project engagement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by you to Dewlon Systems for the specific project to which the claim relates.

Dewlon Systems shall not be liable for any of the following, even if we have been advised of the possibility of such losses:

• Loss of profits, revenue, or business
• Loss of anticipated savings
• Loss of data or corruption of data
• Loss of goodwill or reputation
• Indirect, special, or consequential losses of any kind
• Any losses arising from your failure to comply with your responsibilities as described in Section 04
• Any losses caused by third-party services, APIs, or platforms that are outside our control

Nothing in these Terms shall limit our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded or limited by applicable Kenyan law.

Following the delivery and client sign-off of any project, Dewlon Systems provides a defect liability period during which we will rectify defects in the delivered software at no additional charge.

The defect liability period is typically 30 days from the date of sign-off for standard website and web application projects, and 60 to 90 days for more complex custom software and enterprise systems. The specific period applicable to your project will be stated in the signed proposal or contract.

What Is Covered

• Software bugs or errors that cause the system to behave materially differently from the agreed specification
• Broken functionality that was confirmed as working at the time of delivery
• Performance issues caused by errors in our code (as opposed to hosting, infrastructure, or data issues outside our control)

What Is Not Covered

• Defects arising from changes made to the codebase by you or any third party after delivery
• Issues caused by third-party services, APIs, or platforms changing their behaviour after delivery
• New feature requests or changes to the agreed specification
• Defects arising from content, data, or materials you provided that were incorrect or unsuitable
• Issues caused by your failure to maintain hosting, server, or infrastructure at a suitable level
• Browser or device compatibility issues arising from software or hardware released after the date of delivery

After the defect liability period expires, any bug fixes, updates, or changes to the delivered software are subject to a new agreement and additional fees unless a maintenance retainer has been agreed.

Termination by Either Party

Either party may terminate a project engagement by providing 14 days written notice to the other party. Written notice may be delivered by email to the designated contact address or by formal letter to the registered address. Verbal notice of termination is not effective.

Upon termination, you will be invoiced for all work completed up to and including the termination date, calculated on a pro-rata basis against the agreed project fee or at our standard day rate of KSh 8,500 per developer day, whichever is greater. You will also be billed for any third-party costs (such as licensed software, domain names, or API subscriptions) that have been incurred on your behalf and cannot be refunded.

Immediate Termination by Dewlon Systems

Dewlon Systems may terminate any engagement with immediate effect and without notice if:

• You breach any material term of these Terms or the signed project agreement and fail to remedy the breach within 7 days of written notification
• You become insolvent, enter administration, receivership, or any similar insolvency process
• You engage in conduct that we reasonably believe to be illegal, fraudulent, or seriously harmful to our reputation or interests
• An invoice remains unpaid for more than 60 days from the due date despite written reminders

Effect of Termination

On termination, all unpaid invoices become immediately due and payable. Dewlon Systems will return or destroy any confidential information belonging to you upon written request. Where full payment has not been made, we retain the right to withhold all deliverables and source code until the outstanding balance is settled.

Sections of these Terms that are expressed to survive termination, or that by their nature should survive (including confidentiality, intellectual property, payment obligations, and limitation of liability), will continue to apply after the end of any engagement.

We are committed to resolving disputes quickly, professionally, and fairly. Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute through the following process.

Step One: Direct Negotiation

Either party may raise a dispute by notifying the other in writing, describing the nature of the dispute clearly and the outcome sought. The other party must respond within ten business days. Both parties will then engage in good-faith direct negotiation for a period of up to 20 business days following the initial notification.

Step Two: Mediation

If direct negotiation fails to produce an agreed resolution, either party may request that the dispute be submitted to mediation by a mutually agreed mediator based in Nairobi. The costs of mediation will be shared equally between the parties unless the mediator determines otherwise. The parties agree to participate in mediation in good faith for a minimum of one full mediation session before abandoning the process.

Step Three: Arbitration or Litigation

If mediation does not resolve the dispute, either party may pursue the matter through arbitration under the Arbitration Act of Kenya, or through the courts of Nairobi as described in Section 12. For disputes with a value below KSh 500,000, the parties agree to use the Small Claims Court of Kenya where applicable, as this typically provides a faster and less costly resolution process.

These Terms of Service and all project agreements between you and Dewlon Systems are governed by and construed in accordance with the laws of the Republic of Kenya, including but not limited to the Law of Contract Act, the Companies Act, the Kenya Data Protection Act 2019, and any other applicable Kenyan legislation.

Subject to the dispute resolution process described in Section 11, any legal proceedings arising out of or in connection with these Terms shall be brought in the courts of Nairobi, Kenya. Both parties irrevocably submit to the exclusive jurisdiction of those courts for this purpose.

For clients based outside Kenya: where you are a business or individual located in another country, these Terms are still governed by Kenyan law. However, Dewlon Systems acknowledges that certain mandatory consumer protection or employment laws of your own jurisdiction may also apply and cannot be excluded. Nothing in these Terms is intended to deprive you of protections that cannot be waived by contract under the laws of your jurisdiction.

Dewlon Systems reserves the right to update and amend these Terms of Service at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where practicable, notify clients who have active engagements with us by email.

If you continue to use our website or services after updated Terms have been posted, you are considered to have accepted the revised Terms. If you do not agree with any changes, you should discontinue use of our services.

Changes to these Terms do not affect the terms of any project agreement already signed by both parties at the time the changes are made. Existing signed agreements remain governed by the version of these Terms that was in effect when the agreement was executed, unless both parties expressly agree in writing to adopt the updated Terms.

If you have any questions about these Terms of Service, wish to discuss a specific clause, or want to report a concern, please contact us using the details below. We aim to respond to all enquiries within three business days.