Terms & Conditions

1. Definitions and Applicability

1.1. Definitions

1.1.1.	"Advance Insight" means collectively: Advance Insight B.V., a private limited company registered in the Netherlands, with offices at Velperplein 23, 6811 AH Arnhem; and Advance Insight East Africa Limited, registered in Kenya, with offices at Jacaranda Avenue #22, Lavington, Nairobi.
1.1.2.	“Client” refers to any natural person or legal entity engaging Advance Insight for services.
1.1.3.	“Agreement” refers to any agreement, assignment, statement of work, scope report or quotation accepted by the Client, or other contractual arrangement between Advance Insight and the Client.
1.1.4.	“Implementation Principles” refers to the document outlining project execution standards, which the Client agrees to adhere to during implementation.
1.1.5.	“Services” refer to all consultancy, implementation, development, training, support, or other services provided by Advance Insight under an Agreement.
1.1.6.	"Confidential Information means all non-public, proprietary, business, technical, financial, personal, operational or strategic information disclosed (whether in writing, orally, electronically or otherwise) from the disclosing Party to the receiving Party, including (without limitation) data, reports, business plans, customer lists, pricing, financial information, technical specifications, software, custom code, database contents, methodologies, or any information derived therefrom. Confidential Information also includes information that the disclosing Party is required to protect under applicable data protection laws. It does not include information that: is or becomes publicly available through no fault of Advance Insight. is already in the lawful possession of Advance Insight before disclosure; is lawfully received from a third party without restriction on disclosure; is independently developed by Advance Insight without the use of the Client’s information; is required to be disclosed by law, regulation, or legal process (provided Advance Insight gives prior written notice to the Client and cooperates to obtain a protective order where practicable).

1.2. Applicability

1.2.1.	These Terms & Conditions apply to all quotations, offers, Agreements, and Services provided by Advance Insight.
1.2.2.	Any deviation from or addition to these Terms & Conditions shall only be valid if expressly agreed in writing by Advance Insigh.
1.2.3.	The Client’s own general (purchase) terms and conditions are expressly rejected, unless Advance Insight has explicitly accepted them in writing.
1.2.4.	Any tolerance or waiver granted by Advance Insight in relation to enforcing any provision of these Terms & Conditions shall not constitute a waiver of rights, nor shall it give the Client any right to rely on such conduct in future circumstances.

2. Offers and Agreements

2.1.	2.1. All quotes and price estimates provided by Advance Insight are non-binding unless explicitly stated otherwise.
2.2.	Agreements shall only become legally binding upon written confirmation by Advance Insight or upon commencement of the services by Advance Insight.
2.3.	Amendments or modifications to an Agreement shall only be valid if agreed upon in writing by both Parties.

3. Confindentiality

3.1.	Each Party shall treat as strictly confidential all non-public, proprietary, or business-sensitive information received from the other Party in connection with an Agreement ("Confidential Information").
3.2.	Confidential Information shall remain the property of the disclosing Party and shall not be disclosed to any third party without prior written consent, except where disclosure is required by law or permitted under the Agreement.
3.3.	The receiving Party shall use Confidential Information solely for the purposes of performing the Agreement.
3.4.	These confidentiality obligations shall survive termination or expiry of the Agreement for a period of one (1) year. Obligations relating to trade secrets and source code shall survive indefinitely, to the extent permitted by applicable law.

4. Payment Terms and Late Fees

4.1.	Unless otherwise agreed in writing, invoices shall be payable within fourteen (14) days from the invoice date.
4.2.	In the event of late payment, statutory commercial interest shall accrue automatically in accordance with: Article 6:119a of the Dutch Civil Code for Agreement governed by Dutch law; or the Kenyan Interest Act and applicable commercial rates for Agreements governed by Kenyan law.
4.3.	If the Client remains in default fourteen (14) days after written notice, Advance Insight may suspend the Services, without prejudice to its other rights, until full payment has been received.
4.4.	Reasonable judicial and extrajudicial collection costs shall be borne by the Client in accordance with applicable law. Any agreed extrajudicial collection fee shall be considered a reasonable estimate of such costs and shall not exceed what is legally permissible.

5. Liability and Indemnification

5.1.	Advance Insight shall only be liable for direct damages resulting from its willful misconduct or gross negligence.
5.2.	Without prejudice tot the foregoing, each Party shall remain liable for damages caused by its own recklessness or negligence in the performance of its contractual obligations.
5.3.	Advance Insight’s total cumulative liability under any agreement shall be limited to the total amount invoiced under the agreement (excluding VAT), with an absolute maximum of €15,000.00 or the equivalent in Kenyan Shillings, unless mandatory law provides otherwise.
5.4.	Advance Insight shall not be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of business, business interruption, loss of data, or loss of goodlwill.
5.5.	The Client shall indemnify and hold harmless Advance Insight, its employees, contractors, and advisers against all third-party claims arising from the Client’s use of the Services, except to the extent where such claims are caused by Advance Insight’s negligence or wilful misconduct.
5.6.	The Client may not suspend or offset any payment obligation by invoking a claim under this clause, except where mandatory law provides otherwise.

6. Intellectual Property Rights

6.1.	All intelectual property rights, including but not limited to copyrights, know-how, scripts, configurations, custom developments and integrations created by Advance Insight in the course of providing the Services shall remain the exclusive property of Advance Insight, unless expressly agreed otherwise in writing.
6.2.	Upon full payment of all amounts due, the Client is granted a non-exclusive, non-transferable, non-sublicensable license to use such developments solely for its internal business operations.
6.3.	The Client may not: modify, adapt or reverse engineer the developments without Advance Insight’s prior written written consent; distribute, sublicense, sell, lease or otherwise transfer the developments to third parties; or claim ownership of any intelectual property belonging to Advance Insight.
6.4.	Any breach of this clause shall result in the immediate termination of the license granted to the Client, without prejudice to Advance Insight's right to seek injunctive relief and damages.

7. Non-Solicitation Clause

7.1.	During the term of the Agreement and for twelve (12) months following its termination, the Client shall not, directly or indirectly, solicit, hire, or engage any employee or subcontractor of Advance Insight who was involved in the performance of the Services.
7.2.	In the event of a breach of this clause, the Client shall owe Advance Insight an immediately payable penalty equal to six (6) months’ gross salary or fees of the relevant individual, without prejudice to Advance Insight’s right to claim additional damages.

8. Force Majeure

8.1.	Neither Party shall be liable for any failure or delay in performance resulting from events beyond its reasonable control ("Force Majeure"), including but not limited to natural disasters, pandemics, governmental measures, strikes, cyberattacks, or infrastructure failures.
8.2.	The affected Party shall notify the other Party in writing within three (3) calendar days of becoming aware of the Force Majeure event, including its expected duration and impact.
8.3.	If a Force Majeure event prevents performance for more than thirty (30) consecutive days, the affected Party may suspend its obligations for an additional period of up to thirty (30) days.
8.4.	If the Force Majeure event continues beyond sixty (60) days in total, either Party may terminate the Agreement by written notice, without liability.

9. Service Execution and Implementation Principles

9.1.	The Client agrees to comply with Advance Insight’s Implementation Principles.
9.2.	9.2. The Implementation Principles are integral to this Agreement and are binding on the Client.
9.3.	Failure by the Client to adhere to the Implementation Principles may result in delays, additional costs, or suspension of Services, for which Advance Insight shall not be liable.

10. Billing for Additional Services

10.1.	Services performed outside the agreed scope of work (e.g. Change Requests, extra training, travel to the Client's location) shall be billed separately at Advance Insight’s then-applicable standard rates.
10.2.	If the Client cancels scheduled meetings, training sessions or a planned system go-live with less than twenty-four (24) hours’ notice, Advance Insight may charge the reserved time at a rate of €90 per hour, unless the cancellation is due to a genuine emergency.
10.3.	In case of an emergency, the Client shall notify Advance Insight as soon as reasonably practicable and provide reasonable justification upon request.

11. Complaints and Dispute Resolution

11.1.	Any complaints regarding the Services or invoices must be submitted in writing within five (5) working days after delivery of the Services or the invoice date.
11.2.	If a complaint is deemed valid, Advance Insight shall, at its discretion either: apply a reasonable financial adjustment; or re-perform the affected Services at no additional cost.
11.3.	The governing law and jurisdiction shall be determined by the relevant Agreement. Agreements with Advance Insight B.V. shall be governed by the laws of the Netherlands, and disputes shall be submitted to the competent courts of teh Netherlands. Agreements with Advance Insight East Africa Limited shall be governed by the laws of Kenya, and disputes shall be submitted to the competent courts of Kenya.

12. Delivery Time

12.1.	Project timelines are mutually agreed and based on timely provision by the Client of required input, feedback (including user acceptance testing), complete and accurate data and sign off.
12.2.	All delivery dates and timelines are indicative only and shall not be considered strict deadlines unless expressly agreed otherwise in writing.
12.3.	12.2. Regardless of the cause, delivery delays do not entitle the Client to compensation, contract termination, or any claim of non-fulfilment against Advance Insight.

13. Data Protection & GDPR Compliance

13.1.	Each Party shall comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and the Kenyan Data Protection Act, 2019, as applicable.
13.2.	Advance Insight shall: process personal data only for specified, explicit, and legitimate purposes; not retain personal data longer than necessary; implement appropriate technical and organisational security measures; and notify the Client of any personal data breach without undue delay and, where feasible, within forty-eight (48) hours.

14. Final Provisions

14.1.	By entering into an Agreement, the Client acknowledges having read and accepted these Terms.
14.2.	Advance Insight reserves the right to amend these Terms from time to time. Amended Terms shall apply only to future Agreements.
14.3.	12.3. If the Client fails to meet any contractual obligations, Advance Insight reserves the right, after providing written notice, to suspend services without judicial intervention and liability for compensation.
14.4.	If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.