Terms of Service

1. Introduction & Acceptance

Welcome to Macra Systems ("Company," "we," "us," or "our"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Macra Systems, governing your use of our website, custom software development services, web design services, Bulk SMS platform, CRM, Payroll Management System, and all related products (collectively, the "Services").

By accessing our website, requesting a quote, signing a proposal, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately cease using our Services.

2. Services & Scope of Work

2.1 Custom Software & Web Design

All custom development and web design projects are governed by a separate Statement of Work (SOW) or Project Agreement. The SOW defines specific deliverables, timelines, milestones, and acceptance criteria. In the event of a conflict between these Terms and an SOW, the SOW shall prevail for that specific project.

2.2 SaaS Products (Bulk SMS, CRM, Payroll)

Access to our hosted software products is granted on a subscription basis as defined in your chosen pricing plan. We reserve the right to modify features, pricing, or discontinue products with 30 days' written notice.

3. Fees, Payment & Billing

All prices are quoted in Kenyan Shillings (KES) and are exclusive of VAT unless otherwise stated. Payment terms are strictly enforced:

• Custom Projects: 50% deposit required before work commences; remaining 50% due upon delivery or within 14 days of invoice, whichever is earlier.
• SaaS Subscriptions: Billed monthly or annually in advance. Late payments incur a 5% monthly penalty.
• Non-Payment: We reserve the right to suspend or terminate Services immediately upon non-payment without liability for data loss or business interruption.

All fees are non-refundable except as expressly provided in a written agreement or required by Kenyan consumer protection law.

4. Intellectual Property Rights

4.1 Pre-Existing IP

Macra Systems retains all rights to pre-existing code, frameworks, libraries, tools, and methodologies used in delivering Services ("Background IP"). Client receives a non-exclusive, non-transferable license to use Background IP solely as integrated into the delivered work.

4.2 Deliverables Ownership

Upon full payment of all fees, Client owns the custom deliverables created specifically for them. Until full payment is received, Macra Systems retains all intellectual property rights and may withhold source code, designs, or access credentials.

4.3 Prohibited Use

Client shall not reverse-engineer, resell, sublicense, or redistribute our Background IP, SaaS platforms, or proprietary tools without explicit written consent.

5. Client Responsibilities

To ensure project success, Client agrees to:

• Provide accurate, complete, and timely information, content, and feedback.
• Designate a single point of contact with authority to make decisions.
• Obtain necessary third-party licenses, domain registrations, and hosting arrangements unless included in the SOW.
• Use Bulk SMS services in compliance with CAK regulations and anti-spam laws. Client is solely responsible for obtaining recipient consent for all messages sent.
• Maintain confidentiality of login credentials and API keys.

Delays caused by Client's failure to meet these responsibilities will result in corresponding project timeline extensions and may incur additional fees.

6. Limitation of Liability & Warranty Disclaimer

IN NO EVENT SHALL MACRA SYSTEMS BE LIABLE FOR:

• Indirect, incidental, consequential, special, or punitive damages (including lost profits, data loss, or business interruption).
• Damages arising from third-party services, hosting providers, or telecommunications carriers.
• Unauthorized access, hacking, or security breaches despite reasonable safeguards.

Total aggregate liability for any claim arising from these Terms or Services shall not exceed the total amount paid by Client to Macra Systems in the six (6) months preceding the claim.

7. Indemnification

Client agrees to indemnify, defend, and hold harmless Macra Systems, its officers, employees, and contractors from any claims, damages, liabilities, costs, or expenses (including legal fees) arising from:

• Client's use of Services in violation of these Terms or applicable law.
• Content, data, or materials provided by Client.
• Bulk SMS messages sent without proper consent or in violation of CAK regulations.
• Third-party claims related to Client's business operations.

8. Termination

Either party may terminate Services with 30 days' written notice. Macra Systems may terminate immediately for: (a) material breach uncured within 14 days; (b) non-payment; (c) illegal or fraudulent use; (d) insolvency.

Upon termination, Client must pay all outstanding fees. Sections 4 (IP), 6 (Liability), 7 (Indemnification), 9 (Confidentiality), and 10 (Governing Law) survive termination.

9. Confidentiality & Data Protection

Both parties agree to treat confidential information as strictly private. Macra Systems complies with Kenya's Data Protection Act 2019. We implement reasonable technical and organizational measures to protect Client data but do not guarantee absolute security. Client remains responsible for ensuring their data collection practices comply with applicable privacy laws.

10. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Republic of Kenya. Any dispute arising from these Terms or Services shall first be addressed through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in Nairobi under the Arbitration Act (Cap 49). Each party waives the right to jury trial or class action proceedings.

11. General Provisions

• Force Majeure: Neither party liable for delays caused by events beyond reasonable control (natural disasters, pandemics, government actions, infrastructure failures).
• Amendments: We may update these Terms with 30 days' notice via email or website posting. Continued use constitutes acceptance.
• Severability: If any provision is unenforceable, remaining provisions remain in full effect.
• Entire Agreement: These Terms, together with any SOW or Order Form, constitute the complete agreement and supersede all prior communications.
• Contact: Legal inquiries: info@macrasystems.com | +254 708 138 498