Terms of Service

The specific scope of services will be defined in a separate Statement of Work (SOW) or project agreement. Each engagement is tailored to the client's specific requirements and will detail deliverables, timelines, and associated costs.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. For ongoing projects, any material changes will be communicated to affected clients with reasonable notice.

Clients are responsible for providing timely access to necessary resources, systems, and personnel required for project completion. Delays caused by client unavailability or failure to provide required information may impact project timelines and costs.

Clients must designate an authorized representative to make decisions and provide approvals throughout the engagement. This representative must have the authority to bind the client organization.

Successful project delivery requires active cooperation between Kipanga and the client. Both parties agree to communicate promptly, attend scheduled meetings, and work collaboratively to achieve project objectives.

We accept payment via bank transfer and major credit cards. Payment details will be provided on invoices. Clients are responsible for any bank fees or currency conversion charges associated with payments.

Late payments may incur interest at the rate of 2% per month on outstanding amounts. We reserve the right to suspend services if payments remain outstanding for more than 30 days. Recovery costs for overdue amounts may be charged to the client.

Clients retain all rights to their pre-existing intellectual property, including business processes, data, and materials provided to Kipanga for the purpose of delivering services. Kipanga will not use client IP for any purpose other than fulfilling the contracted services.

Where third-party software or components are incorporated into deliverables, clients receive a license to use such components as permitted by the relevant third-party license terms. Details of any third-party components will be provided upon project completion.

Confidentiality obligations do not apply to information that: (a) becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is required to be disclosed by law.

Except as expressly stated in these Terms or a project agreement, all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the maximum extent permitted by law.

We do not warrant that our services will be uninterrupted, error-free, or completely secure. Technology solutions involve inherent risks, and clients acknowledge these risks when engaging our services.

Nothing in these Terms excludes, restricts, or modifies any rights or remedies you may have under the Australian Consumer Law or any other applicable consumer protection legislation that cannot be excluded by agreement.

In no event shall Kipanga be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of whether such damages were foreseeable or whether Kipanga was advised of their possibility.

Clients agree to indemnify and hold harmless Kipanga, its directors, employees, and agents from any claims, damages, or expenses arising from the client's breach of these Terms, misuse of our services, or violation of any applicable laws.

Either party may terminate immediately if the other party materially breaches these Terms or a project agreement and fails to cure such breach within 14 days of written notice. Material breaches include non-payment, misuse of intellectual property, or disclosure of confidential information.

Upon termination, clients will pay for all work completed up to the termination date. Kipanga will deliver all completed work product and return client materials. Provisions regarding confidentiality, intellectual property, and limitation of liability survive termination.

These Terms are governed by the laws of New South Wales, Australia. Both parties submit to the exclusive jurisdiction of the courts of New South Wales for any legal proceedings arising from these Terms.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time. Any waiver must be in writing and signed by the waiving party to be effective.

Clients may not assign or transfer their rights or obligations under these Terms without Kipanga's prior written consent. Kipanga may assign these Terms to a successor in interest or affiliated entity without client consent.