General Terms of Agreement

This General Terms of Agreement governs all projects between Metridata Smart Technologies (“Company”) and its clients (“Client”). These terms ensure clarity, protect both parties, and outline the expectations for all projects. By engaging with Metridata, the Client agrees to the following terms:

1. Signing Agreement Before Project Commencement

  • Mandatory Agreement Signing: Before the start of any project, all clients are required to sign an agreement with Metridata. This agreement protects both parties and provides a clear understanding of expectations, responsibilities, and potential challenges.
  • Un-Signed Projects: In cases where the agreement is not signed before the start of a project, the Company’s standard Terms of Agreement as outlined here will govern the project.

2. New Contracts for Every Project

Each new project between the Client and Metridata will require a new contract or agreement to be signed. Even if you have worked with us before, every project requires its own agreement.

3. Client Portal for Communication

  • Once a project (for website, mobile app, web app, and software development) starts, Metridata will create an account for the Client in our Client Portal. This portal will serve as the sole platform for communication regarding the project.
  • Important: All communication between the Client and Metridata must occur within this portal to ensure the entire team is informed and can respond efficiently. Messages or inquiries outside the portal may be ignored or missed.

4. Additional Communication Guidelines

  • Complaints or Special Requests: For any complaints or other issues regarding the project, communication must be sent strictly via email to support@metadata.co.ke. Any communication outside this channel may not be considered or could be delayed.

5. Project Scope & Changes

  • Initial Plan Compliance: All projects will strictly adhere to the original agreed design architecture, plan, or blueprint outlined in the contract. This ensures consistency and clarity throughout the project.
  • Change Requests: Any adjustments, additions, or changes after the project has commenced must be discussed and agreed upon by both parties. The new scope be documented and signed by both parties. Additional charges may apply based on the scope of changes.
  • Revisions: Metridata will provide the Client with up to two rounds of revisions for deliverables as part of the agreed-upon services. Any additional revisions requested by the Client may incur additional charges and will be billed separately.

6. Client Responsibilities

  • Information & Access: The Client agrees to provide Metridata with the necessary materials, content, feedback, and access to systems or information needed for the completion of the project.
  • Approval: The Client will review deliverables in a timely manner and approve or request revisions as necessary. Failure to provide timely approvals may result in project delays.
  • Ownership: The Client warrants that they hold all necessary rights to any materials, data, or content provided to Metridata for use in the project.

7. Ignored Communications

Any communications made outside the Client Portal or designated email channels (such as support@metadata.co.ke) may be disregarded or ignored.

8. Payment Terms

Metridata follows strict payment terms for each type of project:

  • Pricing: The fees for services shall be outlined in the project proposal or agreement. Fees are subject to adjustments for additional services requested by the Client.
  • Website, App, & Software Development: A 70% initial deposit is required before starting any development project.
  • Digital Marketing & Analytics: 100% payment is required upfront for these projects.
  • Maintenance & Redesign Projects: Full 100% payment is required before commencement.
  • Payment Plan Adjustments: Any adjustments to these payment plans must be discussed with Metridata’s finance office. A new plan will only be valid once sent from billing@metadata.co.ke and signed by both parties.
  • Late Payments: Payments not made within 14 days of the due date will be subject to a 5% late fee. Metridata reserves the right to pause or terminate services if payments are delayed beyond 30 days.

9. Confidentiality

Both Metridata and the Client agree to protect any confidential information exchanged during the project. This includes, but is not limited to, trade secrets, business strategies, or proprietary tools. Disclosure of such information to third parties is prohibited without prior written consent.

10. Intellectual Property Rights

  • Client’s IP: The Client retains ownership of all intellectual property, including logos, designs, and materials provided to Metridata for use in the project.
  • Metridata’s IP: Metridata retains ownership of any intellectual property, including methodologies, templates, and tools developed during the project unless explicitly transferred to the Client in writing.
  • Deliverables: Upon final payment, the Client will be granted full ownership and rights to the final deliverables produced by Metridata, except for any third-party materials used under licensing agreements.

11. Term and Termination

  • Term: This agreement shall commence upon the Client’s acceptance of Metridata’s services and continue until the completion of the project or until terminated by either party.
  • Termination by Client: The Client may terminate the project by providing a 30-day written notice. Any fees for work completed prior to the termination date will be billed accordingly.
  • Termination by Metridata: Metridata reserves the right to terminate this agreement if the Client fails to comply with its terms or delays payments. A written notice will be given, and any outstanding balances must be settled before termination.

12. Liability & Warranties

  • Warranties: Metridata will perform services to the best of its ability and within industry standards. However, Metridata does not guarantee specific results, including but not limited to search engine rankings, sales growth, or website traffic increases unless specifically outlined in the project scope.
  • Limitations of Liability: Metridata’s total liability for any claims arising from this agreement will be limited to the total fees paid by the Client for the specific project. Metridata will not be liable for any indirect, incidental, or consequential damages, including lost profits, even if Metridata has been advised of such damages.

13. Third-Party Services

Metridata may recommend or use third-party services (e.g., hosting, email marketing platforms, advertising tools) to complete the project. The Client will be responsible for any fees or charges incurred by third-party services. Metridata is not responsible for the performance, availability, or issues arising from the use of such third-party services.

14. Force Majeure

Metridata will not be held responsible for any delays or failure to perform due to circumstances beyond its control, such as natural disasters, strikes, or governmental regulations.

15. Dispute Resolution

In the event of any disputes arising from this agreement, both parties agree to attempt to resolve the matter amicably through informal negotiations. If the dispute cannot be resolved, it will be subject to mediation or arbitration as agreed upon by both parties.

16. Governing Law

This agreement shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of law principles.

17. Entire Agreement

This agreement, along with any attached project proposals or SOW, constitutes the entire agreement between Metridata and the Client. No other agreements, oral or written, shall be considered valid unless signed by both parties.

By engaging in any project with Metridata, you (the Client) acknowledge to have read, understood, and agreed to these terms of agreement.

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