Standard Terms of Business

1. About these terms

1.1 These terms apply to every quotation we give and every order we accept for goods or services supplied by Sysmera Limited, registered in Kenya under number PVT-RXUMDRAV, of 1404 Kings Prism, 3rd Ngong Avenue, Nairobi ("Sysmera", "we", "us"). "Customer" or "you" means the organisation that orders from us. Our services include managed IT and cybersecurity; network, fibre, CCTV and access-control installation; supply of IT and network hardware; ERP services; and geospatial and traceability platforms.

1.2 You accept these terms by signing them electronically through our ERP system (Odoo Sign), by accepting a quotation through our portal, or by placing an order. They apply to all later orders without being signed again.

1.3 If documents conflict, this order applies: (a) a contract or statement of work signed by both parties; (b) our accepted quotation or order confirmation; (c) our Data Processing Addendum, on matters of personal data; (d) these terms. Terms printed on or attached to your purchase order do not apply unless we agree to them in writing.

1.4 These terms govern our commercial dealings. Use of the sysmera.com website is governed separately by its terms of use.

2. Quotations

2.1 A quotation is valid for 30 days from its date unless it states otherwise. It is an offer to supply on these terms and becomes binding only when accepted under clause 3.

2.2 Prices for imported goods are based on supplier prices, exchange rates, freight and duties on the date of the quotation. If you accept after the validity period, or if a supplier withdraws its price before you accept, we may issue a revised quotation.

2.3 We may correct obvious errors in a quotation, order confirmation or invoice.

3. Orders and acceptance

3.1 A contract is formed when you accept our quotation through the portal or by signature, or when we send you an order confirmation from our ERP system in response to your purchase order, whichever happens first.

3.2 Where the quotation requires an advance payment, for example before we order hardware from our suppliers, we are not obliged to place supplier orders or start work until it is received in cleared funds.

3.3 You may cancel an order before we have committed any costs to it. After that, you must pay for work done, goods already delivered, and any non-cancellable or non-returnable costs we have incurred with suppliers, including restocking fees.

3.4 Changes to scope, quantities or dates must be agreed in writing, usually by a revised quotation, and may change the price and timetable.

4. Prices and tax

4.1 Prices exclude value added tax (VAT) unless the quotation says otherwise. VAT is added at the rate in force at the time of supply, currently 16%. Where a supply qualifies as an export under the Value Added Tax Act, 2013, it is invoiced at the rate that Act applies to exported services or goods.

4.2 We issue electronic tax invoices through KRA eTIMS. Please give us your KRA PIN so that your invoice supports your input VAT claim. Our own KRA PIN appears on every tax invoice.

4.3 If the law requires you to withhold tax from a payment to us, you must pay the withheld amount to KRA and send us the withholding certificate within 14 days of payment. Otherwise, the unpaid amount remains due.

4.4 If a tax, duty or levy that affects the price is introduced or changed after you accept a quotation, the price will change by the same amount. We will show the change on the invoice.

5. Invoicing and payment

5.1 We send invoices by email from our ERP system and make them available on our portal. Unless the quotation or invoice states otherwise, payment is due within 30 days of the invoice date. Advance payments are due on the date stated in the quotation.

5.2 Payment must be made in the invoice currency, to the bank account shown on an invoice issued from our ERP system, without set-off or deduction other than tax lawfully withheld. You bear your own bank charges.

5.3 Protect yourself from payment fraud. We will never change our bank details by email alone. If you receive a message asking you to pay a different account, do not pay; call us on the number published on sysmera.com before acting. We are not responsible for payments made to an account that did not appear on an invoice issued from our ERP system.

5.4 If you dispute an invoice, tell us in writing within 10 working days of receiving it, giving reasons, and pay the undisputed part on time.

6. Late payment

6.1 We may charge interest on overdue amounts at 1% per month, calculated daily from the due date until payment.

6.2 If an amount remains unpaid 14 days after we send you a written reminder, we may suspend deliveries and services until it is paid. We may also recover our reasonable costs of collection.

7. Delivery, installation, risk and title

7.1 Delivery and completion dates are our best estimates. We will keep you informed of any delay. Time for delivery is not of the essence unless we agree otherwise in writing.

7.2 Risk in goods passes to you on delivery to the agreed address or, for goods we install, when they are delivered to site.

7.3 Title. Ownership of hardware passes to you only when we have received payment in full for it. Until then, you hold the goods for us, must keep them insured and identifiable, and must not sell or charge them. If payment is overdue, we may recover the goods, and you authorise us to enter the premises where they are kept for that purpose on reasonable notice.

7.4 Installation. For installation work you must, at your cost: give us safe and timely access; provide power, space and any building or landlord consents; obtain any permits the site needs; and tell us about hidden services, hazards and site rules. Delays or extra work caused by the site not being ready will be charged at our standard rates.

7.5 Acceptance. When we complete an installation or deliverable, you have 5 working days to test it and sign the acceptance certificate or tell us, in writing, of any material defect. We will correct reported defects and then ask again for acceptance. Work is treated as accepted if you use it in normal operation or do not respond within 5 working days.

8. Warranties

8.1 We will perform services with reasonable skill and care, using suitably qualified people, in line with good industry practice.

8.2 Hardware. We pass on to you the manufacturer's warranty and will help you with warranty claims. Goods that fail on first use or within 14 days of delivery (dead on arrival) will be replaced once the manufacturer or our supplier confirms the fault.

8.3 Workmanship. We warrant our installation workmanship for 12 months from acceptance. We will remedy defects in our workmanship that you report during that period, free of charge.

8.4 These warranties do not cover faults caused by misuse, accident, power surges, inadequate power or cooling, changes or repairs made by anyone other than us, or software and equipment we did not supply.

8.5 Security services. Cybersecurity, CCTV and access-control measures reduce risk; no system can prevent every incident. Unless a signed service description states a specific service level, we do not guarantee that systems will be free of intrusion, interruption or error.

8.6 Apart from the warranties in this clause 8, and to the extent the law allows, all other warranties and conditions, whether express or implied, are excluded.

9. Your responsibilities

You must: give us accurate and complete information and tell us when it changes; make your staff and decision-makers available; hold valid licences for software and systems you ask us to work on; keep your own backups of your data unless we have agreed in writing to do so; and use the systems we supply lawfully. For CCTV and access-control systems, you are responsible for their lawful use, including notices to the people recorded and your own obligations as controller of the footage and access records under the Data Protection Act, 2019.

10. Intellectual property

10.1 We keep all intellectual property in our pre-existing materials, methods, tools, software and platforms, including OriginTrace, and in anything we develop independently of your order.

10.2 On payment in full, you receive a non-exclusive, perpetual licence to use the documents, configurations and other deliverables we produce for you, for your own internal business purposes. If a statement of work provides for ownership of a specific deliverable to transfer to you, it does so on payment in full.

10.3 Your data and materials remain yours. You give us a licence to use them only to perform the order.

10.4 Software embedded in or supplied with hardware is licensed to you by its publisher on the publisher's terms.

11. Confidentiality

11.1 Each party will keep confidential the other's non-public business, technical and financial information, use it only for the purposes of the order, and share it only with staff, subcontractors and advisers who need it and are bound by confidentiality.

11.2 This does not apply to information that is public through no fault of the receiving party, that it already lawfully held, or that the law or a regulator requires it to disclose.

11.3 These obligations continue for 3 years after the last order is completed.

11.4 We will not name you as a client or use your logo without your written consent.

12. Data protection

12.1 Each party is a controller of the business contact details it receives from the other. Our Business Contacts Privacy Notice explains how we use them.

12.2 Where we process personal data on your behalf, for example when managing your IT systems, CCTV or access control, or operating a platform for you, our Data Processing Addendum applies. It must be signed before we begin that processing.

13. Limitation of liability

13.1 Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited or excluded.

13.2 Neither party is liable to the other for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss, however caused.

13.3 We are not liable for loss or corruption of data except to the extent it was caused by our breach of an agreed backup service, and then only for the cost of restoring the data from the latest available backup.

13.4 Subject to clause 13.1, our total liability arising from or in connection with these terms and all orders, whether in contract, negligence or otherwise, is limited to the total fees you paid us under these terms in the 12 months before the event giving rise to the claim.

13.5 The limits in this clause 13 do not apply to your obligation to pay our invoices, or to either party's infringement of the other's intellectual property.

13.6 If you are a consumer, nothing in these terms affects your statutory rights under the Consumer Protection Act, 2012.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including extended power or internet outages, delays by customs or regulators in clearing goods, disruption of international shipping, civil unrest, natural disasters, epidemics, or government action. The affected party must notify the other promptly and take reasonable steps to limit the effect. If the event continues for more than 60 days, either party may end the affected order by written notice, and you will pay for work done and goods delivered up to that date.

15. Term and termination

15.1 Ongoing services, such as managed IT or support contracts, run for the term stated in the quotation and then continue until either party gives the notice stated there or, if none is stated, 30 days' written notice.

15.2 Either party may end an order immediately by written notice if the other commits a material breach that it does not remedy within 14 days of notice, or becomes insolvent.

15.3 We may suspend or end an order by written notice if you do not pay undisputed amounts within 30 days of a written reminder.

15.4 On termination, you must pay for goods delivered and work done up to the termination date. At your request we will return your data within 30 days, after which we will delete it unless the law requires us to keep it.

16. General

16.1 Electronic documents. Quotations, order confirmations, invoices and other documents issued from our ERP system, portal messages, and signatures made through Odoo Sign are valid and binding between us.

16.2 Non-solicitation. While we work together and for 12 months afterwards, neither party will actively solicit the other's staff who worked on the orders to leave their employment, without the other's written consent. General advertising is not solicitation.

16.3 We may use qualified subcontractors. We remain responsible for their work.

16.4 Neither party may transfer its rights or obligations without the other's written consent, which will not be unreasonably withheld. If any provision is invalid, the rest remains in force. A failure to enforce a right is not a waiver of it. Nothing in these terms creates a partnership or agency.

16.5 We may update these terms by notice to you. The version in force when an order is accepted applies to that order.

17. Governing law and disputes

17.1 These terms and every order are governed by the laws of Kenya.

17.2 The parties will first try to settle any dispute by negotiation between senior representatives within 14 days of written notice of the dispute.

17.3 A dispute not settled by negotiation will be referred to arbitration under the Arbitration Act, 1995 by a sole arbitrator agreed by the parties or, failing agreement within 14 days, appointed on the application of either party by the Chairperson of the Chartered Institute of Arbitrators (Kenya Branch). The seat of arbitration is Nairobi and the language is English.

17.4 Nothing in this clause prevents either party from seeking urgent interim relief from the Kenyan courts, or us from bringing court proceedings to recover an undisputed debt.

18. Contact

Sysmera Limited, 1404 Kings Prism, 3rd Ngong Avenue, Nairobi. Email: contact@sysmera.com.