Master Service Agreement & Terms of Service

*Last Updated: January 1, 2026 | Effective Date: Immediately*

Welcome to Elqon Limited ("Elqon", "we", "our", or "us"). These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between Elqon Limited (a private limited company incorporated under the laws of Kenya) and the client, organization, or individual ("Client", "you", or "your") accessing our website at elqon.com, commissioning custom software, engaging in AI consulting, or purchasing digital solutions.

1. Scope of Services & Engagements

1.1. Service Provision: Elqon provides bespoke software engineering, artificial intelligence integration, web and mobile application development, enterprise ERP/CRM systems, cloud infrastructure architecture, and digital growth consulting as specified in signed Quotations, Statements of Work (SOW), or Service Level Agreements (SLAs).

1.2. Project Milestones: All custom development projects follow agreed milestones and delivery schedules. Any modifications, scope additions, or feature changes requested after milestone approval will be treated as change orders and billed at our standard engineering rates.

2. Intellectual Property & Code Ownership

2.1. Client Ownership: Upon full settlement of all project invoices and milestone payments, the Client retains 100% full legal ownership of the bespoke application source code, custom algorithms, user interface designs, and proprietary assets created specifically for the project.

2.2. Elqon Core Frameworks: Elqon retains ownership of pre-existing software libraries, proprietary architectural frameworks, scaffolding tools, and foundational developer utilities ("Background IP") utilized in building the solution. Elqon grants the Client a perpetual, royalty-free, worldwide, non-exclusive license to use and modify Background IP incorporated into their deliverables.

2.3. Third-Party Open Source: Components utilizing third-party open-source licenses (MIT, Apache 2.0, BSD) remain subject to their respective open-source licensing terms.

3. Payment Terms, Billing & Invoicing

3.1. Currency & Taxes: Invoices are issued in Kenya Shillings (KES) or United States Dollars (USD). All invoiced amounts are subject to applicable taxes, including Value Added Tax (VAT 16%), under the laws of Kenya and KRA eTIMS regulations unless a valid tax exemption certificate is provided.

3.2. Payment Milestones: Standard project billing operates on a milestone schedule:

3.3. Overdue Settlements: Payments not settled within thirty (30) calendar days from the invoice due date may attract a late surcharge of 2% per month on outstanding balances. Elqon reserves the right to pause active development or suspend deployment servers for accounts in default after written notice.

4. Client Obligations & Data Provision

4.1. Cooperation: The Client agrees to provide timely access to necessary documentation, third-party API credentials, content assets, brand guidelines, and designated decision-makers required for milestone sign-offs.

4.2. Data Warranties: The Client warrants that all text, imagery, trademarks, customer data, and media provided to Elqon do not infringe upon any third-party intellectual property or violate the Kenya Data Protection Act 2019.

5. Service Warranties & Maintenance Support

5.1. Warranty Period: Elqon provides a 60-day post-launch warranty on all custom software builds. During this period, any bugs, defects, or deviations from the agreed technical scope will be rectified at no additional cost.

5.2. Exclusions: The warranty does not cover issues resulting from third-party hosting outages, unauthorized code modifications made by the Client or external vendors, API deprecations by external services (e.g. Meta, Google, M-Pesa), or force majeure events.

6. Confidentiality & Non-Disclosure

6.1. Both parties agree to maintain strict confidentiality regarding proprietary business processes, trade secrets, financial details, user data, and system architectures shared during the engagement.

6.2. Confidentiality obligations survive the termination or completion of this Agreement for a period of three (3) years.

7. Limitation of Liability

7.1. In no event shall Elqon Limited, its directors, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business data, arising from the use or inability to use the software.

7.2. To the maximum extent permitted by applicable law, Elqon's total aggregate liability under any engagement shall not exceed the total fees paid by the Client to Elqon under the specific Statement of Work during the six (6) months preceding the claim.

8. Governing Law & Dispute Resolution

8.1. Jurisdiction: These Terms shall be governed by, construed, and enforced in accordance with the laws of the Republic of Kenya.

8.2. Arbitration: Any dispute arising out of or in connection with this Agreement shall first be negotiated in good faith. If unresolved within thirty (30) days, the dispute shall be referred to arbitration under the Rules of the Nairobi Centre for International Arbitration (NCIA).

9. Contact & Legal Notices

For any legal inquiries, contracts, or notices regarding these Terms, please contact:

Elqon Limited — Legal & Compliance Office