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Legal · Andora Innovations Limited

Terms & Conditions.

The terms that apply when you use our website and when you engage us for projects, managed IT, cybersecurity and consultancy services.

Last updated: 27 September 2026

About these Terms

These Terms and Conditions (the “Terms”) govern your use of andorainnovationslimited.com (the “Website”) and every engagement under which Andora Innovations Limited, a private limited company incorporated in Kenya with its principal place of business in Nairobi (“Andora”, “we”, “us”), supplies services to you.

By using the Website, or by accepting a Proposal, you agree to be bound by these Terms. If you accept on behalf of an organisation, you confirm that you are authorised to bind it. If you do not agree, please do not use the Website or engage our services.

Definitions and interpretation

  • “Client” or “you” means the person or organisation that uses the Website or engages Andora.
  • “Proposal” means a quotation, proposal, statement of work or order form issued by Andora describing the Services, Deliverables, Fees and timeline.
  • “Agreement” means, for each engagement, the signed agreement (if any), the accepted Proposal and these Terms.
  • “Services” means the services described in the Proposal, which may include software, web and mobile development, networking, cybersecurity, cloud, data and managed IT services.
  • “Deliverables” means the software, designs, documentation, reports and other materials we produce for you under the Agreement.
  • “Fees” means the charges for the Services set out in the Proposal.
  • “Business day” means a day other than a Saturday, Sunday or public holiday in Kenya.
  • “Consumer” has the meaning given in the Consumer Protection Act, 2012.

If documents conflict, they apply in this order of priority: (1) a signed agreement; (2) the accepted Proposal; (3) these Terms. Headings are for convenience only. “Including” means “including without limitation”.

Use of the Website

You may use the Website to learn about our services and to contact us. You must use it lawfully and in accordance with our Acceptable Use Policy & Disclaimer. Our Privacy Policy and Cookie Policy explain how we process personal data.

Information on the Website, and answers given by our AI chat assistant, are general information only. They are not an offer capable of acceptance, a quotation or professional advice.

Quotations and formation of contract

  • A Proposal is an invitation to contract. It is valid for thirty (30) days from its date of issue, unless it states otherwise.
  • A binding Agreement is formed when you accept the Proposal in writing, including by email or electronic signature, and pay any deposit it requires. Electronic records, messages and signatures are valid and enforceable under the Kenya Information and Communications Act, 1998.
  • Proposals are prepared on the basis of the information you give us. If that information is materially inaccurate or incomplete, we may issue a revised Proposal before continuing.

Scope and change control

The Services, Deliverables, milestones and timeline are as set out in the Proposal. Timelines are good-faith estimates unless the Proposal expressly states that a date is fixed.

Any change to the agreed scope must be requested in writing. We will tell you in writing how the change affects the Fees and timeline. The change becomes binding only when both parties have approved it in writing.

Fees, taxes and payment

  • Fees are payable as set out in the Proposal. For example, projects are usually paid as a deposit plus milestone payments, and managed services monthly in advance.
  • Unless the Proposal states otherwise, Fees are quoted in Kenya Shillings (KES) and exclude Value Added Tax, which will be charged at the prevailing rate where applicable under the Value Added Tax Act, 2013.
  • Invoices are payable within fourteen (14) days of the invoice date, by bank transfer, M-Pesa or another method stated on the invoice.
  • If you are required by law to withhold tax from a payment, you must pay the tax to the Kenya Revenue Authority on time and send us the withholding tax certificate promptly.
  • Third-party costs are charged in addition to our Fees unless the Proposal includes them. These include domain names, hosting, cloud usage, software licences, hardware, SMS and payment-gateway charges.
  • If an invoice is overdue, we may give you written notice. If it remains unpaid seven (7) days after that notice, we may suspend work or Services until payment is received. Agreed dates are extended by the period of suspension.

Your obligations

You agree to:

  • provide complete and accurate information, content, access, approvals and decisions promptly;
  • ensure that you hold all rights, licences and consents needed for us to use any material or data you provide, including text, images, logos, software and personal data;
  • keep your passwords and access credentials secure, and notify us immediately of any suspected compromise;
  • maintain your own backups of systems and data that we do not manage under a support plan; and
  • use the Deliverables lawfully and in accordance with our Acceptable Use Policy.

We are not responsible for delay or failure caused by your failure to meet these obligations. Timelines are extended accordingly.

Acceptance and warranty

A Deliverable is accepted on the earliest of: (a) your written approval; (b) your use of it in a live or production environment; or (c) the expiry of ten (10) business days after delivery without written notice of a material defect.

We warrant that we will perform the Services with reasonable care and skill, in line with generally accepted industry practice. During the warranty period stated in the Proposal, we will correct, free of charge, any defect that causes a Deliverable not to function materially as agreed. The warranty does not cover defects caused by:

  • modifications made by anyone other than Andora;
  • misuse, or use outside the agreed environment or specifications;
  • third-party software, hardware, hosting or services; or
  • new features or changed requirements, which are handled as change requests.

Except as expressly stated in the Agreement, and to the fullest extent permitted by law, all other warranties and conditions, whether express or implied, are excluded.

Managed IT and support services

Support plans cover the services, hours and response targets described in the plan. Response and resolution times are targets, not guarantees, unless a signed service level agreement provides otherwise. Unless another term is agreed, support plans run month to month, and either party may end one by giving thirty (30) days’ written notice.

Cybersecurity services

We carry out penetration testing, vulnerability assessments, audits and similar work only with your prior written authorisation. That authorisation must define the systems in scope, the permitted techniques and the testing window. This protects both parties under the Computer Misuse and Cybercrimes Act, 2018.

You warrant that you own every system you place in scope, or are authorised by its owner to approve the testing. You will indemnify us against any claim arising from a breach of this warranty.

Testing may cause temporary service degradation, and you should ensure current backups exist before it begins. Security services reduce risk, but they cannot guarantee that a system will not be attacked or breached.

Intellectual property

  • Bespoke Deliverables: on receipt of payment in full of all Fees for a project, all copyright and other intellectual property rights in the bespoke Deliverables created specifically for you are assigned to you. Until then, you are licensed to use the Deliverables for review and testing only.
  • Andora materials: we retain ownership of our pre-existing code, frameworks, libraries, templates, tools and know-how. To the extent they are incorporated into your Deliverables, we grant you a non-exclusive, perpetual, royalty-free, non-transferable licence to use them as part of those Deliverables.
  • Third-party and open-source components: these are licensed to you under their respective licence terms, which you agree to comply with.
  • Your materials: you retain ownership of all materials you provide. You grant us a non-exclusive licence to use them solely to perform the Services.

These provisions are subject to the Copyright Act, 2001 and the other intellectual property laws of Kenya.

Portfolio and publicity

Unless you object in writing, we may identify your organisation as a client by name and logo, and display screenshots of, or links to, public-facing work we delivered. We will never publish your Confidential Information, and we will remove references to you within a reasonable time of your written request.

Confidentiality

“Confidential Information” means all non-public information disclosed by one party to the other in connection with an engagement, including business, technical, financial and security information and system credentials.

Each party will use the other’s Confidential Information only for the purposes of the Agreement. It will disclose that information only to personnel and advisers who need to know it and are bound by equivalent obligations. It will protect the information with at least reasonable care.

These obligations survive the end of the Agreement. They do not apply to information that is or becomes public through no fault of the receiving party, that was lawfully known to it beforehand, or that must be disclosed by law, a court or a regulator. In that last case, the receiving party will give the other party prompt notice where lawful.

Data protection

Each party will comply with the Data Protection Act, 2019 and its regulations. Where we process personal data on your behalf, we do so as your data processor. The processing is governed by the “Where we act as a data processor” section of our Privacy Policy, and by any data processing agreement between us, which prevails in case of conflict.

Third-party services

Many solutions depend on third-party providers, such as hosting and cloud platforms, domain registrars, app stores, payment gateways (including M-Pesa) and software vendors. We are not responsible for their availability, pricing, policy changes or decisions, such as an app store rejecting or removing an app. We will use reasonable efforts to help you manage these issues.

Limitation of liability

  • Neither party is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, however arising.
  • We are not liable for loss or corruption of data to the extent it would have been avoided had you kept reasonable backups, unless backups formed part of the agreed Services.
  • Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the Fees you paid for the Services concerned in the twelve (12) months before the event giving rise to the claim.
  • Nothing in these Terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or any other liability that cannot lawfully be limited or excluded.

If you are a consumer

If you engage us as a consumer, you have rights under the Consumer Protection Act, 2012 that these Terms do not affect. Any provision of these Terms that would exclude or limit those rights does not apply to you to that extent. We will give you the information about ourselves and the Services that the Act requires, and a copy of the Agreement in a form you can keep.

Indemnity

You will indemnify Andora against losses, damages, costs (including reasonable legal fees) and liabilities arising from any third-party claim that: (a) materials or data you supplied infringe that third party’s rights or were supplied in breach of the Data Protection Act, 2019; or (b) arises from your unlawful use of the Deliverables or Services.

Termination

Either party may terminate an engagement as provided in the Proposal or signed agreement. Either party may also terminate immediately by written notice if the other:

  • commits a material breach and fails to remedy it within fourteen (14) days of written notice requiring it to do so; or
  • becomes insolvent, enters into administration or liquidation (other than a solvent reorganisation) under the Insolvency Act, 2015, or ceases to carry on business.

On termination, you must pay for Services performed and costs committed up to the termination date. Once those amounts are paid, we will hand over the Deliverables completed to date and any access credentials that belong to you. Provisions that by their nature are intended to survive termination will do so, including those on confidentiality, intellectual property, liability and governing law.

Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. Examples include natural disasters, epidemics, widespread power or internet outages, civil unrest, strikes, acts of government and failures of third-party infrastructure. Payment obligations for Services already performed are not excused. The affected party must notify the other promptly and resume performance as soon as reasonably practicable. If the event continues for more than sixty (60) days, either party may terminate the affected engagement by written notice.

Anti-bribery and compliance

Each party will comply with the Bribery Act, 2016, the Anti-Corruption and Economic Crimes Act, 2003 and all other applicable laws in connection with an engagement. Neither party will offer, give or accept any bribe or improper payment.

Governing law and disputes

These Terms and every Agreement are governed by and construed in accordance with the laws of the Republic of Kenya.

The parties will first try to resolve any dispute through good-faith negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may refer it to mediation in Nairobi. If the dispute is not resolved within thirty (30) days of that referral, either party may bring proceedings, and the courts of Kenya have exclusive jurisdiction.

Nothing in this section prevents either party from seeking urgent interim relief from a court, or prevents a consumer from bringing a claim in the Small Claims Court or exercising any other statutory remedy.

General

  • Entire agreement: the Agreement is the entire agreement between the parties about its subject matter, and supersedes prior discussions and representations, including statements made by our AI chat assistant.
  • Severance: if any provision is held invalid or unenforceable, the remaining provisions continue in full force.
  • Waiver: a failure or delay in exercising a right is not a waiver of it.
  • Assignment: you may not assign or transfer your rights or obligations without our prior written consent.
  • Subcontracting: we may use qualified subcontractors, and we remain responsible for their work.
  • Relationship: nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.
  • Notices: notices must be in writing and may be sent by email to the addresses used for the engagement. A notice is deemed received on the next business day after sending, unless the sender receives a delivery failure message.
  • Language: these Terms are written in English, which prevails over any translation.
  • Changes: we may update these Terms from time to time by publishing a revised version on the Website. Changes do not apply to Agreements already in force unless both parties agree in writing.

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