Doc Ref: OTL-TOS-2026.3•East Africa Operations

Terms & Conditions of Service

Commercial Engagement, Milestones & Engineering Deliverables • Effective Date: September 2026

Core Commercial Tenets

Structured Milestone BillingClear, transparent milestones (Discovery → Setup → UAT → Go-Live) tied directly to verified business value.

IP Ownership TransferFull source code and deployment ownership for contracted bespoke DocTypes transfer upon final settlement.

Dual-Country InvoicingSeamless billing in Kenya Shillings (KES), Tanzania Shillings (TZS), or US Dollars (USD) via local banking rails.

1.0

Binding Acceptance & Service Scope

These Terms and Conditions of Service ("Terms") govern the commissioning, consulting, software customization, cloud provisioning, and technical implementation services executed by Oduk Tech Limited (operating in Kenya and Tanzania) on behalf of corporate, institutional, and government clients ("Client").

By signing a Statement of Work ("SOW"), issuing a formal Purchase Order ("PO"), or paying an initial mobilization deposit, the Client acknowledges and agrees to be bound by these Terms, in conjunction with our End User License Agreement (EULA) and Service Level Agreement (SLA).

2.0

Project Execution Lifecycle & Milestone Sign-Offs

To ensure on-time delivery and predictable project governance, all enterprise software implementations proceed through a four-phase structured lifecycle:

Phase 1: Discovery, Business Process Mapping & Architecture

Detailed functional requirement gathering, Chart of Accounts structure, Item Master design, workflow approval hierarchy, and sign-off of the System Requirements Specification (SRS).

Phase 2: Configuration, Bespoke DocType Development & Integrations

Deployment of ERPNext/Frappe runtime, bespoke schema customization, KRA eTIMS or TRA EFDMS fiscal bridge integration, Safaricom M-PESA Daraja hooks, and legacy data migration.

Phase 3: User Acceptance Testing (UAT) & Departmental Training

Controlled testing on staging environments, departmental user training sessions (Finance, Operations, HR, Sales, Warehouses), and execution of the formal UAT Sign-Off Certificate.

Phase 4: Production Cutover, Go-Live & Post-Launch Warranty

Production database initialization, opening balance upload, cutover supervision, and commencement of the 90-day defect remediation warranty period.

3.0

Payment Terms, Invoicing & Currencies

Commercial invoicing adheres to standard East African enterprise practices:

Supported Currencies: Invoices are rendered in Kenya Shillings (KES) for Kenyan clients, Tanzania Shillings (TZS) for Tanzanian clients, or US Dollars (USD) for international accounts.
Milestone Schedule: Standard projects are billed on a milestone structure (typically 40% Mobilization Deposit, 30% UAT Delivery, 20% Production Go-Live, and 10% Post-Warranty Sign-off).
Payment Net Period: All invoices are payable within fourteen (14) calendar days of invoice presentation via electronic funds transfer (EFT/RTGS), authorized corporate M-PESA Paybill, or SWIFT.
Statutory Withholding Taxes: Clients deducting statutory withholding tax (WHT) must issue valid withholding certificates (e.g. via KRA iTax or TRA TaxPayer Portal) within thirty (30) days of invoice payment.

4.0

Intellectual Property & Code Transfer

Oduk Tech Limited firmly opposes vendor lock-in. Our intellectual property policy ensures complete autonomy for our clients:

Bespoke Custom Software:Upon full settlement of contracted implementation fees, all custom-engineered DocTypes, custom UI modules, and specific algorithmic pipelines authored uniquely for Client transfer entirely to Client.

Open-Source Core:Underlying Frappe Framework and ERPNext core components remain governed by the GNU General Public License v3 (GPLv3), granting Client perpetual operational freedoms.

5.0

Change Request (CR) Protocol

Any feature request, workflow addition, or functional alteration outside the signed System Requirements Specification is processed via a formal Change Request (CR) form, detailing technical feasibility, delivery timeline impact, and associated engineering costs before code execution commences.

6.0

Non-Solicitation of Technical Talent

During the active contract engagement and for a period of twelve (12) months following contract completion, neither party shall directly solicit, recruit, or hire any software engineer, consultant, or solution architect of the other party who was directly engaged in the implementation without prior written mutual consent.

7.0

Governing Law & Dispute Resolution

These Terms and Conditions shall be construed in accordance with the laws of the jurisdiction of contracting:

Kenyan Engagements:Governed by the Laws of Kenya. Any unresolved dispute shall be referred to arbitration under the Chartered Institute of Arbitrators (CIArb Kenya Branch) in Nairobi.

Tanzanian Engagements:Governed by the Laws of Tanzania. Any dispute shall be arbitrated under the rules of the Tanzania Institute of Arbitrators (TIArb) in Dar es Salaam.

8.0

Commercial Inquiries & Contact

For contract clarifications, corporate SOW execution, or procurement inquiries:

Oduk Tech Limited — Commercial & Legal Affairs

Nairobi Office: Valley View Park, Parklands, Nairobi, Kenya

Tanzania Operations: Dar es Salaam, Tanzania (Contact: Emmanuel Majwala • +255 754 710 459)

Executive Inquiries: Victor Mandela (CEO) • +254 726 444 005

General Corporate Email: info@oduktech.com

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