Terms of Service

Acceptance of terms

By accessing https://thekiharani.com or entering into an engagement with Joseph Gitonga ("I" or "me"), you agree to these Terms of Service.

If you are acting on behalf of a company or organisation, you confirm that you have authority to bind that entity to these terms.

Services

• I provide software engineering, AI/ML strategy, product delivery, and fractional leadership services as outlined in proposals or statements of work (SOWs).
• Each engagement will document scope, deliverables, timelines, responsibilities, and billing arrangements.
• Work outside the agreed scope requires a mutually approved change order or updated SOW.

Your responsibilities

• Provide timely access to information, systems, stakeholders, and decision-makers required to deliver the engagement.
• Ensure you have the rights and permissions to share data, code, or third-party materials with us.
• Nominate a primary point of contact empowered to review deliverables and sign off on milestones.
• Pay invoices in the currency, schedule, and method specified in the SOW or invoice.

Fees and payment

• Unless otherwise stated, invoices are due within 15 days of issue.
• Late payments may pause delivery and incur a 1.5% monthly finance charge or the maximum allowed by law, whichever is lower.
• Certain projects may require an upfront retainer or milestone-based billing. Details will be included in the SOW.

Intellectual property

Pre-existing intellectual property (IP) owned by either party remains that party's sole property.

Unless agreed otherwise in writing, new deliverables created specifically for you under a paid engagement become your property once invoices are settled in full. We retain the right to use general know-how, patterns, and non-confidential learnings in future work.

Confidentiality

Each party agrees to protect the other party's confidential information with reasonable care and only use it to fulfil the engagement.

The confidentiality obligation does not apply to information that becomes public through no fault of the receiving party, was already known, is independently developed, or must be disclosed under law or court order.

Use of subcontractors

I may collaborate with trusted subcontractors or specialists where it improves delivery. They are bound by confidentiality and data protection obligations consistent with these terms.

Warranties

• I warrant that services will be performed with reasonable skill and care, following industry best practices.
• Apart from express warranties in the SOW, the services are provided "as is" without additional guarantees.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages.

My total liability for claims arising from an engagement is limited to the fees paid for the specific services giving rise to the claim.

Termination

• Either party may terminate an engagement with 14 days' written notice if the other party materially breaches these terms and fails to cure within that period.
• Upon termination, you will pay for work completed up to the effective termination date.
• Sections covering confidentiality, IP, payment obligations, limitations of liability, and governing law survive termination.

Governing law

These terms are governed by the laws of the Republic of Kenya. Disputes will first be addressed through good-faith discussions; if unresolved, they will be submitted to the courts of Nairobi, Kenya, unless mutually agreed otherwise.

Updates

We may update these terms to reflect new services, legal requirements, or operational changes. The "Last updated" date will be revised, and material changes will be communicated via this site or email notifications.

Contact

Questions about these terms? Email [email protected].