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General Terms and Conditions of Sale


ARAKA Limited – Last update: [29-05-2024]

1. Purpose

These Terms and Conditions govern the services provided by ARAKA Limited, including:

  • 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

All deliverables, tools, code, and documentation produced remain the exclusive and permanent property of ARAKA, even after full payment.

The Client is granted a non-exclusive, non-transferable internal-use license, unless otherwise agreed in writing.

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.

15. 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.

12. 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.).

13. 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.

14. 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.