General Terms and Conditions of Sale
ARAKA Limited – Last update: [29-05-2024]
1. Purpose and Contractual Scope
These Terms and Conditions of Sale ("Terms") govern the contractual relationship between ARAKA Limited and any Client ("the Client") who engages ARAKA for its services. Acceptance of any quotation, proposal, or invoice from ARAKA implies full acceptance of these Terms.
- Digital transformation consulting,
- ERP implementation and customization (notably Odoo),
- Custom application development,
- End-user training,
- Technical support and maintenance.
2. Scope
These Terms apply to all service orders unless otherwise agreed in writing. Confirmation of an order implies full acceptance of these Terms and Conditions.
3. Orders and Quotes
Each service is subject to a signed quote or commercial proposal specifying the scope, pricing, timeline, and conditions. The order becomes binding upon written approval (signature or confirmation email).
4. Pricing and Payment Terms
All prices are expressed in [RWF/USD/EUR] excluding VAT.
- Invoices are payable immediately, unless otherwise indicated on the invoice or order.
- In case of non-payment by the due date, ARAKA reserves the right to request a fixed interest payment of 15% of the outstanding amount.
- ARAKA may suspend any ongoing service without prior notice in case of late payment.
5. Client Responsibilities
The Client agrees to provide all necessary access, data, approvals, and support required for service execution. Delays or omissions may affect timelines and generate additional costs.
6. Deadlines
Timelines provided are indicative and depend on Client collaboration. No delay shall justify cancellation or penalty unless contractually agreed upon.
7. Intellectual Property
The Client is granted a non-exclusive, non-transferable internal-use license, unless otherwise agreed in writing. Unless expressly agreed otherwise in writing, all deliverables, source code, documentation, and tools developed by ARAKA shall remain its exclusive and perpetual intellectual property, regardless of the Client’s level of involvement or funding. The Client is granted a non-exclusive, non-transferable right to use the deliverables solely for its internal operations.
8. Confidentiality
Definition: “Confidential Information” includes all information disclosed orally or in writing, marked as confidential, or that should reasonably be understood to be confidential, including business, technical, or customer data.
Obligations: The Receiving Party shall use the same care to protect Confidential Information as it uses to protect its own, and not less than reasonable care.
Disclosure: The Receiving Party may disclose Confidential Information if required by law, provided it gives prior notice to the Disclosing Party where permitted.
9. Best-Efforts Obligation
ARAKA is subject to a best-efforts obligation and not a performance obligation. It undertakes to use all reasonable resources and professional diligence to perform the services, without guaranteeing specific outcomes.
10. Non-Solicitation of Personnel
Unless otherwise agreed in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee involved in delivering or receiving the services, during the contract and for 12 months after its termination.
In case of breach resulting in the employee’s departure, the breaching party shall pay a fixed indemnity of EUR 30,000.00, without prejudice to additional remedies.
11. Liability
ARAKA’s liability is limited to the amount actually paid by the Client for the concerned service. ARAKA shall not be held liable for indirect damages, loss of data, or misuse of the tools provided.
12. Withholding Tax
Some countries apply withholding tax on invoice amounts in accordance with their national legislation. The Client is responsible for paying such withholding tax to their local tax authority. Araka Limited shall under no circumstances bear any costs or deductions related to the Client’s local tax regulations. Therefore, the full invoice amount remains payable to Araka Limited, regardless of any local tax obligations.
13. Bank Charges
All bank charges, transfer fees, and currency conversion costs are solely borne by the Client, in line with international accounting practices. The net amount received by Araka Limited must exactly match the invoiced amount, without any deductions due to bank or transfer fees.
14. Force Majeure
ARAKA shall not be held liable in the event of force majeure preventing performance of its obligations (e.g. political crisis, network outages, pandemics, natural disasters, etc.).
15.Dispute Resolution
In the event of a dispute, the parties agree to attempt amicable mediation before resorting to legal proceedings. If no agreement is reached, disputes will be subject to the exclusive jurisdiction of Rwandan courts.
16. Modifications of General Terms and Conditions of Sale
ARAKA reserves the right to amend these Terms at any time. The applicable version shall be the one in force on the date of acceptance of the corresponding order or quote.
17. Governing Law – Jurisdiction
These Terms are governed by the laws of Rwanda. In the event of a dispute, parties shall seek amicable resolution. Failing that, exclusive jurisdiction shall lie with the courts of Kigali.
18. Contractual Hierarchy
In the event of any contradiction between these Terms and any other document issued by the Client, these Terms shall prevail unless expressly agreed otherwise in writing by ARAKA.