Terms of Service

Agreement to These Terms

These Terms of Service ("Terms") govern your access to and use of Ongadi Studios' website, services, platforms, and products (collectively, "Services"). By accessing or using our Services, you agree to be bound by these Terms.

If you are using our Services on behalf of a business or organisation, you represent that you have the authority to bind that entity to these Terms. In that case, "you" refers to both the individual and the entity.

Our Services

Ongadi Studios provides technology design, development, and consulting services, including but not limited to:

• Custom software development and web application design
• ERP systems design, implementation, and support
• Website design, development, and maintenance
• Digital marketing and brand strategy
• IT consultation and technology strategy
• Cloud hosting and infrastructure services
• Access to our proprietary software platforms and products

The specific scope, deliverables, timelines, and pricing for project-based work will be defined in separate project agreements, statements of work, or service contracts entered into between you and Ongadi Studios. In the event of any conflict between these Terms and a specific project agreement, the project agreement shall prevail.

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. We will provide reasonable notice of significant changes where possible.

Accounts & Access

Some of our Services may require you to create an account or be granted access credentials. When you create an account or receive access, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your information to keep it accurate
• Keep your access credentials confidential and secure
• Notify us immediately of any unauthorised use of your account
• Be responsible for all activities that occur under your account

We reserve the right to suspend or terminate accounts that we believe are being used in violation of these Terms, that provide false information, or that pose a security risk.

Acceptable Use Policy

When using our Services, you agree that you will not:

• Use the Services for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorised access to our systems, other accounts, or any third-party systems
• Upload, transmit, or distribute any harmful, offensive, or malicious content or code
• Infringe upon the intellectual property rights of Ongadi Studios or any third party
• Engage in scraping, crawling, or automated data collection without our written permission
• Reverse engineer, decompile, or attempt to extract source code from our software
• Use our Services to send unsolicited communications (spam)
• Misrepresent your identity or affiliation with any person or entity
• Interfere with or disrupt the integrity or performance of our Services

Violation of this Acceptable Use Policy may result in immediate termination of your access to our Services without notice.

Payments & Billing

Project-Based Engagements

For custom development and consulting projects, payment terms will be specified in your project agreement or statement of work. Typical arrangements include a deposit upon project commencement, milestone-based payments, or agreed monthly invoicing.

Subscription Services

For subscription-based products and services, billing occurs on the agreed billing cycle (monthly or annually). Subscriptions automatically renew unless cancelled before the renewal date.

Invoicing & Payment

• Invoices are due within the payment period specified on each invoice (typically 14–30 days)
• Late payments may attract interest at the applicable statutory rate
• We reserve the right to suspend services for accounts with outstanding overdue balances
• All prices are exclusive of applicable taxes unless otherwise stated

Refunds

Deposits and payments made for work already commenced are generally non-refundable. Where services are cancelled before commencement, refund eligibility will be determined on a case-by-case basis. Refund terms for subscription products will be specified at the point of purchase.

Intellectual Property

Work Delivered to Clients

Upon full payment of all fees for a project, Ongadi Studios assigns to you all intellectual property rights in the custom deliverables specifically created for your project, including source code, designs, and written materials produced exclusively for your engagement.

Ongadi Studios' Retained Rights

Notwithstanding the above, Ongadi Studios retains all rights to:

• Our proprietary tools, frameworks, libraries, and methodologies used in creating your deliverables
• Our platforms, software products, and any pre-existing intellectual property
• General knowledge, skills, and experience gained during the engagement
• The right to reference your project in our portfolio (unless you request otherwise in writing)

Third-Party Components

Deliverables may incorporate third-party open-source software or licensed components. Such components are subject to their respective licences, which will be disclosed to you.

Your Content

You retain all rights to content, data, and materials you provide to us. By providing such materials, you grant us a limited licence to use them solely for the purpose of providing Services to you.

Confidentiality

Both parties acknowledge that during the course of our engagement, each may receive confidential information belonging to the other. Each party agrees to:

• Keep the other party's confidential information strictly confidential
• Use confidential information only for the purpose of the engagement
• Not disclose confidential information to any third party without prior written consent
• Apply at least the same standard of care to protecting the other party's confidential information as it applies to its own

These confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law. This obligation survives the termination of any engagement between the parties.

Limitation of Liability

To the maximum extent permitted by applicable law, Ongadi Studios' total liability to you for any claim arising out of or relating to these Terms or our Services shall not exceed the total amount paid by you to Ongadi Studios in the 12 months preceding the event giving rise to the claim.

In no event shall Ongadi Studios be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or any other commercial damages or losses, even if Ongadi Studios has been advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.

Warranties & Disclaimers

Ongadi Studios warrants that it will provide Services with reasonable care and skill and in accordance with any specifications agreed in writing.

Except as expressly stated in these Terms or a project agreement, our Services are provided "as is" without any other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that our Services will be uninterrupted, error-free, or completely secure. We will make reasonable efforts to maintain the availability and security of our Services.

Termination

Termination by You

You may terminate your use of our Services or cancel a project engagement in accordance with the notice period specified in your project agreement or subscription terms. Termination does not relieve you of the obligation to pay for work already completed or services already rendered.

Termination by Ongadi Studios

We may suspend or terminate your access to our Services immediately, without prior notice or liability, if you breach any provision of these Terms. We may also terminate Services with reasonable notice for business reasons.

Effect of Termination

Upon termination of any engagement, all licences granted to you under these Terms (except for IP rights fully assigned upon payment) will cease. Provisions of these Terms that by their nature should survive termination will continue in effect, including confidentiality, intellectual property, limitation of liability, and payment obligations for work completed.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law principles. Where applicable, additional local laws of the relevant African jurisdiction may also apply.

In the event of any dispute arising out of or in connection with these Terms, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation before pursuing litigation.

Any legal proceedings that cannot be resolved through the above process shall be subject to the exclusive jurisdiction of the courts of Kenya.

Changes to These Terms

We reserve the right to update or modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new effective date and, where appropriate, via email notification.

Your continued use of our Services after any changes to these Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using our Services.

Contact Us

If you have any questions about these Terms of Service, please contact us:

For privacy-related matters, please refer to our Privacy Policy. For project-specific enquiries, please contact us directly.