MiniRoot Terms & Conditions

Effective Date: 02/02/2024

Last Updated: 24/09/2025

These Terms & Conditions (“Terms”) govern your access to and use of MiniRoot’s services, including our website, software, projects, and any related services (“Services”). By engaging with MiniRoot, you agree to be bound by these Terms.

1. Definitions & Scope

  • “Client” means any individual or organization engaging MiniRoot for services.
  • “Services” include software development, website design, IT consulting, and related solutions provided by MiniRoot.
  • “Agreement” means the contract, SLA, or engagement document signed between MiniRoot and the Client.
  • These Terms apply in addition to any specific terms outlined in an executed Agreement or SLA.

2. Engagement Terms

  • Services are provided based on the scope and timelines defined in the Agreement or Statement of Work (SOW).
  • MiniRoot reserves the right to adjust timelines due to unforeseen circumstances, with prior notice to the Client.
  • The Client agrees to provide all necessary information, access, and approvals to enable MiniRoot to deliver services.

3. Payment Terms

  • Fees, payment schedules, and milestones are defined in the Agreement or SOW.
  • Any amounts not paid by the due date shall accrue interest at a rate of 2.5% per month, calculated on the outstanding overdue balance, until fully paid.
  • All fees are exclusive of taxes unless stated otherwise.

4. Intellectual Property

  • Unless otherwise agreed in writing, MiniRoot retains ownership of all intellectual property developed prior to and during the engagement.
  • The Client is granted a limited, non-exclusive, non-transferable license to use deliverables upon full payment.
  • Any third-party IP used in deliverables is subject to the respective license agreements.

5. Confidentiality

  • Both parties shall maintain confidentiality of proprietary information disclosed during the engagement.
  • Confidential information includes, but is not limited to, business data, designs, trade secrets, and technical documentation.
  • Confidentiality obligations survive termination of the Agreement.

6. Limitation of Liability

  • MiniRoot is not liable for indirect, incidental, or consequential damages arising from the use of our Services.
  • Our maximum liability shall not exceed the total fees paid by the Client under the relevant Agreement.
  • Clients are responsible for backing up their own data and systems.

7. Termination & Suspension

  • Either party may terminate the engagement by providing a 30 days written notice.
  • MiniRoot may suspend services if the Client breaches these Terms, including non-payment or misuse of deliverables.
  • Termination does not relieve the Client of payment obligations for completed work.

8. Governing Law & Dispute Resolution

  • These Terms are governed by the laws of Kenya.
  • Disputes shall first be attempted to resolve amicably. If unresolved, disputes shall be submitted to arbitration in Kenya or a court of competent jurisdiction.

9. Data Protection & Privacy

  • MiniRoot’s handling of personal data is governed by our Privacy Policy.
  • By using our Services, you consent to the collection and processing of data as outlined therein.

10. Miscellaneous

  • Force Majeure: MiniRoot is not liable for delays or failures due to circumstances beyond our reasonable control.
  • Assignment: Neither party may assign their rights without prior written consent.
  • Amendments: MiniRoot may update these Terms, with updates published on our website. Continued use of services constitutes acceptance.

11. Reference to Website

  • Additional terms, disclaimers, or notices published on MiniRoot’s website are incorporated by reference and form part of these Terms.