Terms and Conditions
1 Consultancy Services
- Shalynx Solutions shall perform consultancy services as specified in writing in accordance with the current state of the art.
- The customer shall support Shalynx Solutions to the extent required, in particular provide all required information.
2 Cooperation
- The customer shall name a contact person; Shalynx Solutions shall name a customer consultant. Both shall have the authority to make the necessary decisions or shall obtain authorization for them in a timely manner. The customer consultant shall put decisions in writing. The contact person shall provide all required information. The customer consultant shall contact the contact person as is required to ensure the proper performance of the mutual obligations.
- The services shall be performed at the customer's location if necessary, otherwise at Shalynx Solutions'Shalynx Solutions' employees with adequate working conditions.
3 Charges and Payments
- Unless otherwise agreed, the customer shall remunerate Shalynx SolutionsShalynx Solutions' price list, unless otherwise agreed. Shalynx Solutions may submit invoices on a monthly basis.
Persons engaged by Shalynx Solutions shall fill out detailed time sheets which Shalynx Solutions shall hand over to the customer if requested. The customer may audit these sheets at any time.
In case of fixed prices, travel and incidental expenses shall be reimbursed separately.
- Payments shall be due within 30 days after invoicing.
- Duties, taxes and levies including V.A.T. - if applicable - shall be paid by the customer on all prices.
4 Rights
- All rights in the documents and results arising from the services shall accrue to the customer. Shalynx Solutions shall not be restricted to use the gained know-how and to render similar consultancy services for other customers of Shalynx Solutions, provided Shalynx Solutions complies with
- If Shalynx Solutions provides documents or programs not developed under the contract, the customer may use them only within the framework of the work results under the contract, but not isolated, provided Shalynx Solutions has notified the customer of such deliveries in advance.
5 Shalynx Solutions' Liability
- Shalynx Solutions - including any person engaged in performing any obligation under this contract - shall be liable for damages under any claim based on normal negligence only if Shalynx Solutions breaches a basic obligation of the contract which jeopardizes the contract goal (cardinal obligation). In this event Shalynx Solutions' liability shall be restricted to KES 50,000.00 or the contract value, whichever amount is higher.
The restrictions shall not apply to the extent the damages are covered under Shalynx Solutions' business liability insurance provided the insurance company has paid.
Claims for personal injury shall remain unaffected.
6 Confidentiality Obligations
- Shalynx Solutions shall keep the customer's trade and business secrets confidential for an unlimited period of time, as well as all other information obtained by Shalynx Solutions under or in connection with this contract, designated in writing as confidential by the customer. However, Shalynx Solutions shall have no obligation with respect to any information which is (i) already in Shalynx Solutions possession at the time of the execution of the contract, (ii) independently developed by Shalynx Solutions, or (iii) which is publicly known through no wrongful act of Shalynx Solutions.
- Notwithstanding Shalynx Solutions is not obliged to keep confidential any of Shalynx Solutions ideas, concepts, know-how or techniques related to the development of software.
- Shalynx Solutions shall oblige its employees to adhere to the confidentiality obligations.
- Shalynx Solutions may include the name of the customer and a brief description of the rendered performances in a reference list. All other advertising references to the customer shall be agreed on in advance with the customer.
7 Miscellaneous
- The contract and its modifications require written form.
- The contract shall conform with and be governed by the laws of the Federal Republic of Germany without regard to its choice of law rules. Exclusive venue shall be Shalynx Solutions main place of business.