TERMS OF
SERVICE.

PARTIES AND AGREEMENT

These Terms of Service ("Terms") govern the relationship between Finlanza Limited, a company registered in Kenya ("Finlanza", "we", "us"), and any person or organisation ("you", "Client") that accesses our website at finlanza.com or engages our services.

By using our website or engaging our services, you confirm that you have read, understood, and agree to these Terms. If you are acting on behalf of a company or organisation, you confirm that you have authority to bind that entity.

These Terms are governed by the laws of Kenya. Any disputes shall be subject to the jurisdiction of the Kenyan courts.

SERVICES

Finlanza provides business systems architecture services including:

• Zoho platform implementation, configuration, and integration
• Business process mapping and systems audit (Diagnose)
• Technology strategy and implementation planning (Roadmap)
• Custom application development on Zoho Creator
• Workflow automation and system integration
• Ongoing managed services, support, and optimisation
• Vertical product deployment (GarageERP, PoultryOS, and future F2 Transform products)

Scope of individual engagements

The specific scope, deliverables, timeline, and fees for each engagement are defined in a Statement of Work (SOW) or Service Agreement signed by both parties. In the event of conflict between these Terms and a signed SOW, the SOW prevails for that engagement.

Website use

Use of finlanza.com is subject to these Terms. The website is provided for informational purposes. Nothing on the website constitutes a binding offer or guarantee of services.

FEES AND PAYMENT

Pricing

Fees are scoped and agreed per engagement. Published indicative ranges (where shown) are starting points only and do not constitute binding quotes. A formal proposal and SOW will confirm exact fees before any engagement commences.

Payment terms

• Implementation engagements are billed on a milestone basis as defined in the SOW
• Invoices are due within 30 days of the invoice date unless otherwise agreed in writing
• Managed services retainers are billed monthly, in advance
• Overdue balances accrue interest at 2% per month from the due date until payment is received in full

Currency

Fees for Kenya-based clients are invoiced in Kenya Shillings (KES) unless otherwise agreed. Fees for clients in other jurisdictions may be invoiced in KES or USD as agreed in the SOW.

Taxes

All fees are exclusive of applicable taxes. Where VAT or withholding tax applies under Kenyan law, this will be stated on the invoice. Clients are responsible for any withholding tax obligations in their own jurisdiction.

CLIENT OBLIGATIONS

To enable Finlanza to deliver services effectively, the Client agrees to:

• Provide timely access to relevant personnel, systems, and documentation as reasonably requested
• Designate a named point of contact with authority to make decisions on behalf of the organisation
• Review and approve deliverables within agreed timelines — delays caused by the Client may affect delivery schedules
• Ensure that any data provided to Finlanza for migration or integration purposes has been lawfully collected and that Finlanza is authorised to process it
• Maintain valid Zoho licences as required for the systems being implemented
• Not share Finlanza-produced work product, documentation, or system configurations with third parties without prior written consent

INTELLECTUAL PROPERTY

Finlanza IP

All methodologies, frameworks (including the DREAM™ Framework), templates, toolkits, and proprietary processes developed by Finlanza remain the intellectual property of Finlanza Limited. Delivery of a project does not transfer ownership of Finlanza's underlying IP.

Client deliverables

Upon full payment of all fees, the Client owns the specific configured systems, custom applications, and documentation produced for that engagement, excluding Finlanza's underlying frameworks and reusable components.

Zoho platform

Systems built on Zoho Creator and the Zoho One platform are subject to Zoho Corporation's own terms and licence agreements. Finlanza's implementation work is separate from the underlying Zoho platform licence, which the Client must maintain independently.

CONFIDENTIALITY

Both parties agree to treat as confidential any non-public business information received from the other party in connection with an engagement ("Confidential Information"). This includes business data, financial information, system configurations, personnel information, and strategic plans.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is required to be disclosed by law or court order
• Is independently developed without use of Confidential Information

Confidentiality obligations survive the end of any engagement for a period of 3 years.

WARRANTIES AND DISCLAIMERS

Finlanza warranties

Finlanza warrants that services will be performed with reasonable care and skill by qualified personnel, and that deliverables will materially conform to the agreed specifications in the SOW.

Disclaimers

Finlanza does not warrant that:

• Systems will be error-free or uninterrupted after go-live
• Business outcomes (revenue growth, cost savings, productivity gains) will be achieved — these depend on the Client's own operations and adoption
• Third-party platforms (including Zoho) will remain available or unchanged — Finlanza is not responsible for Zoho platform outages, pricing changes, or feature deprecations

LIMITATION OF LIABILITY

To the maximum extent permitted by Kenyan law:

• Finlanza's total liability to the Client for any claim arising from a specific engagement shall not exceed the total fees paid by the Client for that engagement in the 12 months preceding the claim
• Finlanza shall not be liable for indirect, consequential, incidental, or special damages, including loss of profit, loss of data, or business interruption
• Nothing in these Terms limits liability for death, personal injury caused by negligence, or fraud

TERMINATION

By either party

Either party may terminate an engagement by giving 30 days' written notice, unless the SOW specifies a different notice period.

For cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms or the SOW and fails to remedy the breach within 14 days of written notice
• Becomes insolvent, enters administration, or ceases trading

Effect of termination

On termination, the Client shall pay all fees due for work completed up to the termination date. Finlanza shall deliver all completed deliverables and reasonably assist with transition. Clauses covering confidentiality, IP, and liability survive termination.

DISPUTE RESOLUTION

If a dispute arises in connection with these Terms or any engagement, both parties agree to first attempt resolution through good-faith negotiation within 30 days of written notice of the dispute.

If the dispute is not resolved through negotiation, either party may refer it to mediation under the Nairobi Centre for International Arbitration (NCIA) Mediation Rules, before commencing litigation.

These Terms are governed by the laws of Kenya. The courts of Kenya shall have exclusive jurisdiction over any disputes not resolved by the above process.

WEBSITE USE

You may use finlanza.com for lawful purposes only. You must not:

• Attempt to gain unauthorised access to any part of the website or its underlying systems
• Use the website to transmit malicious code, spam, or unsolicited commercial communications
• Reproduce, redistribute, or commercially exploit website content without written permission
• Use automated tools to scrape or extract data from the website

We reserve the right to restrict access to the website at our discretion and without notice.

CHANGES TO THESE TERMS

We may update these Terms from time to time. The effective date at the top of this page will reflect the most recent revision. For active engagements, material changes to the commercial terms will be communicated directly and require mutual agreement before taking effect.

Continued use of our website after an update constitutes acceptance of the revised Terms for website use purposes.

CONTACT

For any questions regarding these Terms, contact: