Terms of Service

1. Agreement and scope

1.1 These Terms of Service (Terms) form a binding agreement between Avidni Firm (Avidni, we, us, or our) and each person or organisation that accesses our website, requests or buys services, uses an Avidni account or portal, or accepts a proposal, estimate, statement of work, subscription, invoice, or other engagement document (you or Client). If you act for an organisation, you confirm that you have authority to bind it.

1.2 These Terms apply to the public website, client and staff portals, design and development services, e-commerce work, web applications, client portals, business automation, brand and digital identity work, care retainers, hosting coordination, domain services, subscriptions, APIs, MCP tools, AI-assisted features, support, and related services that Avidni makes available.

1.3 A project may also be governed by an accepted estimate, proposal, statement of work, order form, service schedule, invoice, change order, data-processing agreement, or separately signed contract. Those documents are incorporated into these Terms. If they conflict, the order of priority is: a signed bespoke agreement, an accepted statement of work or proposal, an order form or service schedule, these Terms, and then general website material. A later document prevails only for the subject it expressly changes.

1.4 Consumer rights and other rights that cannot lawfully be excluded remain unaffected. Nothing in these Terms limits a remedy that applicable law does not permit us to limit.

2. Website information and permitted use

2.1 You may use the website to learn about Avidni, review public work, read publications, submit a genuine inquiry, manage an authorised account, and use purchased services for their intended lawful purpose.

2.2 Website material is general information, not legal, tax, financial, security, employment, regulatory, or other professional advice. Examples, portfolio descriptions, technical articles, estimates, and indicative timelines do not create a promise or warranty unless an authorised engagement document expressly includes them.

2.3 You must not scrape the website at a disruptive rate, copy it to create a competing service, bypass access controls, probe for vulnerabilities without written authorisation, introduce malicious code, impersonate another person, submit false information, or use the website in a way that violates law or another person's rights.

2.4 We may correct errors, update public information, restrict abusive traffic, and change or withdraw non-contractual website content without liability. A change to public marketing material does not change an accepted project scope or price.

3. Eligibility, accounts, and authority

3.1 You must be at least 18 years old and legally capable of entering a contract. An account is personal to its named user unless Avidni has configured an approved team or service account.

3.2 You must provide accurate, current information, keep credentials and recovery methods confidential, use multi-factor authentication where offered or required, and promptly tell us at services@avidnifirm.com if an account, API key, file link, or credential may be compromised.

3.3 The Client controls which of its personnel may approve work, view commercial records, access files, or administer services. Avidni may rely on instructions from an authorised contact until the Client gives clear written notice that authority has changed.

3.4 You are responsible for activity performed through your credentials, except to the extent it results from Avidni's breach of an obligation that cannot lawfully be excluded. We may require identity, authority, or recent-authentication checks before a sensitive action.

4. Project engagement and commencement

4.1 A request, discussion, discovery call, draft scope, estimate, or unsigned proposal does not require either party to proceed. An engagement begins only when Avidni confirms acceptance of the relevant engagement document and receives every amount, approval, credential, and item stated as a commencement condition.

4.2 Unless an accepted engagement document expressly states otherwise, the project deposit is 75% of the total quoted or invoiced project fee. The deposit must clear before Avidni reserves production capacity or commences project work. Avidni may revise scheduling if payment or required onboarding material arrives after the stated date.

4.3 The deposit is allocated to capacity reservation, onboarding, discovery, planning, administration, initial production, and other work performed from the time the engagement is accepted. It is not a general right to unlimited work, and it is refundable only as stated in section 9 and as required by applicable law.

4.4 The remaining 25% is due on completion of the agreed work or at the earlier milestone stated in the engagement document. Unless otherwise agreed in writing, the final balance and any approved additional charges must clear before launch, production deployment, transfer of final deliverables, release of editable source files, credential handover, or assignment of project-specific intellectual property.

5. Scope, estimates, and approvals

5.1 The engagement document defines the deliverables, assumptions, exclusions, supported platforms, review stages, dependencies, fees, and any target schedule. An estimate is based on information available when issued and is not a fixed price where it is labelled indicative, time-based, usage-based, or subject to discovery.

5.2 Work outside the agreed scope requires a written change approval. Avidni may quote a fixed additional fee, apply the agreed hourly or daily rate, adjust the schedule, or decline the change. Silence, informal discussion, or access to a feature does not make additional work free.

5.3 An approval given through email, the client portal, an electronic acceptance control, a signed document, or another agreed written channel is binding. Approval of a concept, design, content set, milestone, or deliverable authorises Avidni to rely on it. Reopening approved work is a change request unless the work fails the written acceptance criteria.

5.4 If the Client does not reject a submitted milestone with specific reference to the agreed criteria within the review period stated in the engagement document, Avidni may treat it as accepted for scheduling and invoicing purposes after giving a reasonable written reminder. This does not remove any non-excludable statutory right.

6. Client responsibilities and dependencies

6.1 The Client must provide timely, accurate, and complete content, brand material, product data, policies, credentials, access, decisions, feedback, and approvals. The Client must appoint a decision-maker who can consolidate instructions and resolve conflicting feedback.

6.2 The Client is responsible for the legality, accuracy, substantiation, and rights status of its business claims, prices, promotions, products, services, regulated statements, privacy notices, employment material, and instructions. Avidni may flag an apparent risk but does not become the Client's lawyer, accountant, regulator, merchant of record, employer, or data-protection officer by delivering a project.

6.3 Client delay, unavailable access, third-party delay, changed instructions, or failure to meet a dependency may extend the schedule and may require a restart or remobilisation fee. Avidni is not responsible for a missed target date caused by a Client or third-party dependency.

6.4 If a project is inactive because the Client has not responded or supplied a required item for 30 days, Avidni may place it on hold. After 60 days, Avidni may close the active production phase, invoice completed work and committed costs, and require a revised scope, schedule, and remobilisation fee before resuming. Closure does not cancel accrued payment obligations or licences already granted.

7. Timelines, testing, launch, and handover

7.1 Unless expressly guaranteed in a signed engagement document, dates are good-faith targets, not conditions or warranties. Delivery depends on scope stability, timely feedback, cleared payments, provider availability, and Client dependencies.

7.2 Avidni tests the supported browsers, devices, journeys, integrations, and acceptance criteria stated in the engagement document. The Client must perform its own final content, business-rule, legal, product, pricing, tax, user, and operational review before approval or launch.

7.3 Launch means the agreed release activity, not a promise that every third-party network, browser, device, search engine, payment method, integration, or future software version will operate without interruption. DNS, indexing, app-store review, payment-provider review, and external propagation can remain outside Avidni's control.

7.4 Handover is limited to the deliverables, accounts, documentation, and training included in scope. Working files, internal tools, unused concepts, credentials belonging to Avidni, licensed assets, and development environments are not included unless expressly listed.

8. Fees, invoices, taxes, and late payment

8.1 Fees are stated in the applicable engagement document or order. The Client must pay in the stated currency, by the due date, without set-off or deduction except where required by law. Bank, card, foreign-exchange, intermediary, withholding, and provider charges are the Client's responsibility unless the engagement document says otherwise.

8.2 Taxes, duties, levies, and statutory charges are added where applicable. If the Client must withhold tax, it must provide an official and valid withholding certificate promptly and pay any amount necessary so that Avidni receives the net amount agreed, except where applicable law prohibits gross-up.

8.3 An invoice is disputed only if the Client gives written reasons and supporting detail before its due date. The undisputed portion remains payable. The parties will work in good faith to resolve the disputed portion.

8.4 For overdue amounts, Avidni may pause work, withhold launch or handover, suspend access to paid services, revoke unpaid licences, and recover reasonable collection costs, after any notice required by law or the engagement document. A pause caused by non-payment may affect the delivery date and allocated capacity.

9. Cancellation, refunds, and credits

9.1 The Client may request cancellation in writing. Cancellation takes effect when Avidni confirms it or on another date required by law. The Client must pay for work performed, approved milestones, reserved capacity already used, non-cancellable commitments, third-party costs, and reasonable wind-down or transfer work up to the effective date.

9.2 Project deposits are not automatically refundable. Avidni will assess the deposit against capacity reserved, discovery, administration, work performed, approved work, and non-recoverable commitments. Any genuinely unused and unearned balance remaining after that assessment will be refunded, subject to applicable law. Completed, delivered, approved, downloaded, transferred, or launched work is non-refundable.

9.3 Domain registrations, hosting, certificates, software licences, stock assets, paid fonts, platform charges, payment-provider charges, and other third-party purchases are non-refundable once ordered unless the relevant provider refunds Avidni. Avidni may deduct unrecoverable provider fees and lawful transaction costs from any refund.

9.4 Subscription and retainer fees are non-refundable for a billing period that has started, except where applicable law requires otherwise or Avidni agrees in writing. A service credit, where offered, is not cash, may be limited to the affected service, and expires as stated when issued.

9.5 No refund is due because the Client changes strategy, personnel, taste, budget, provider, or business circumstances; fails to supply material or approvals; requests work outside scope; or experiences a result that was never guaranteed. This section does not exclude remedies for Avidni's proven material breach or any non-excludable consumer right.

10. Subscriptions, retainers, hosting, and renewals

10.1 Recurring services renew for the period stated in the order or invoice until cancelled under the applicable service schedule. Charges may be billed in advance and may be based on users, usage, storage, messages, transactions, environments, support level, or another stated unit.

10.2 The Client must cancel before the next renewal date through the stated channel. Unless a longer period is agreed, cancellation stops the next full billing period and does not create a refund for the current period. Work outside the recurring allowance is separately chargeable.

10.3 Third-party hosting, domain, platform, gateway, messaging, model, storage, or licence prices may change. Avidni may pass through a provider increase or propose an alternative after reasonable notice. Failure to pay a renewal may cause expiry, deletion, service interruption, or loss of a domain or provider resource.

10.4 A maintenance or care service covers only the tasks, systems, hours, response targets, and service window expressly included. It is not unlimited development, emergency cover, guaranteed uptime, disaster recovery, legal compliance monitoring, or protection against every vulnerability.

11. Intellectual property and ownership

11.1 Each party retains ownership of material it owned or developed independently before the engagement. Avidni retains its methods, know-how, templates, frameworks, reusable components, libraries, processes, internal tooling, generic code, design systems, prompts, and improvements that are not uniquely created and paid for as a Client deliverable (Avidni Materials).

11.2 After full payment of all amounts due, Avidni assigns or licenses the final Client-specific deliverables only to the extent stated in the engagement document. If that document is silent, the Client receives a perpetual, worldwide, non-exclusive licence to use final Client-specific deliverables for its own business, while Avidni retains Avidni Materials and the right to reuse general skills, ideas, and non-confidential techniques.

11.3 Ownership does not transfer before full payment. Until then, any access is a limited, revocable licence for review and testing. The Client may not remove ownership notices, resell unpaid work, or use rejected or unpaid concepts.

11.4 Third-party and open-source material remains subject to its own licence. Fonts, stock media, plugins, platforms, themes, models, APIs, and software may be licensed rather than owned and may impose attribution, seat, usage, territory, renewal, or transfer limits. The Client agrees to comply with licences disclosed in the engagement or handover material.

12. Client content, instructions, and portfolio rights

12.1 The Client retains its rights in content and material it supplies. It grants Avidni and necessary providers a worldwide, non-exclusive, royalty-free licence during the engagement to host, copy, adapt, test, display, transmit, and otherwise use that material only as needed to deliver, secure, support, and document the services.

12.2 The Client warrants that it has all rights, consents, notices, and permissions required for supplied text, data, code, trademarks, photographs, video, music, testimonials, personal data, products, and instructions. The Client must not direct Avidni to infringe rights, mislead users, unlawfully process data, or build prohibited content.

12.3 Unless a confidentiality agreement or engagement document says otherwise, Avidni may identify the Client and display non-confidential final public work in its portfolio, proposals, award entries, social channels, and case studies after the work is publicly launched. Avidni will not publish confidential dashboards, credentials, private data, or unreleased business information under this permission.

12.4 If a third party claims that Client content or instructions infringe its rights, the Client will promptly cooperate, provide evidence of rights, and bear resulting reasonable costs to the extent the claim arises from material or instructions supplied by the Client, subject to applicable law and section 20.

13. AI, automation, APIs, and MCP tools

13.1 AI and automation outputs can be incomplete, incorrect, biased, unavailable, or unsuitable for a particular purpose. Unless a signed engagement document expressly allocates responsibility differently, the Client must maintain appropriate human review before relying on an output for legal, financial, employment, safety, health, credit, eligibility, or other consequential decisions.

13.2 The Client must use APIs, keys, webhooks, agents, and MCP tools within documented limits and applicable provider terms. It must not expose secrets, defeat rate limits, automate prohibited conduct, submit unlawfully obtained data, attempt model extraction, or use an integration to access records beyond its authority.

13.3 Usage-based services may incur third-party charges. The Client is responsible for approved usage, configured limits, and actions performed with its credentials. Avidni may apply throttling, approval gates, logs, suspension, or other controls to protect systems and users.

13.4 Avidni does not warrant that an external model, API, plugin, provider, or integration will remain available, compatible, accurate, or offered on the same terms. A material provider change may require a paid migration, changed workflow, reduced function, or termination of the affected feature.

14. Security, files, credentials, and backups

14.1 Each party must use reasonable safeguards appropriate to the information and access it controls. The Client must provide credentials through approved secure channels, restrict access to authorised users, remove departed users promptly, keep local devices secure, and maintain copies of source business records and content it cannot afford to lose.

14.2 File upload, storage, preview, and sharing features must not be used for malware, unlawful material, secrets unrelated to the engagement, or highly sensitive data unless Avidni has expressly approved a suitable processing arrangement. Avidni may quarantine, block, or delete dangerous files.

14.3 Backup, recovery, retention, monitoring, incident response, and availability commitments apply only where expressly included. A backup is not guaranteed to be current, complete, or restorable unless the service includes defined backup and restore testing.

14.4 No internet-connected system is completely secure. Avidni does not guarantee that vulnerabilities, malicious activity, provider failures, or unauthorised access will never occur. Each party will promptly notify the other of a confirmed incident relevant to the engagement and cooperate on reasonable containment steps.

15. Acceptable use

15.1 You must not use the services for unlawful, fraudulent, deceptive, defamatory, abusive, discriminatory, exploitative, or rights-infringing activity; unsolicited bulk communications; malicious code; credential theft; unauthorised surveillance; payment abuse; trafficking; child sexual abuse material; violent extremist content; or attempts to compromise, overload, or evade security controls.

15.2 You must not reverse engineer a non-public service except where law expressly permits it, resell or sublicense a service without permission, use automated means to create unreasonable load, interfere with another customer, or use Avidni's name or marks to imply endorsement or partnership.

15.3 Avidni may investigate suspected misuse, preserve relevant evidence, restrict or remove content, rate-limit activity, suspend access, and report conduct to providers or authorities where reasonably necessary or legally required. We will consider context and use proportionate measures where practicable.

16. Third-party services and links

16.1 Services may depend on third parties such as registrars, hosts, content systems, payment providers, analytics services, email and messaging providers, cloud platforms, open-source projects, app stores, social platforms, and AI providers. Their terms, privacy notices, fees, restrictions, and service levels apply directly to their products.

16.2 Avidni is not responsible for an external service's acts, omissions, outage, policy change, security incident, account review, suspension, data loss, pricing, settlement, search ranking, or discontinuation. Where included in scope, Avidni will use reasonable skill in configuration and may assist with escalation, but does not control the provider.

16.3 Links do not imply endorsement. The Client is responsible for maintaining accounts, licences, billing details, permissions, and compliance for third-party services it owns or selects unless the engagement document assigns a specific task to Avidni.

17. Confidentiality and personal data

17.1 Each party must protect the other's non-public business, technical, commercial, security, and personal information using reasonable care and use it only for the engagement. This duty does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.

17.2 A party may disclose confidential information to personnel and providers who need it and are bound by appropriate duties, or where law, regulation, or a valid authority requires disclosure. Where lawful, it will give advance notice and disclose only what is required.

17.3 Avidni handles personal data under the Privacy Policy and, where Avidni processes personal data solely on the Client's documented instructions, any applicable data-processing agreement. The Client remains responsible for deciding whether its collection and instructions are lawful and for providing required notices and consents.

18. Service standard and disclaimers

18.1 Avidni will perform professional services with reasonable skill and care. If the Client reports a material failure against written acceptance criteria within the stated warranty or review period, Avidni's first obligation is to use reasonable efforts to correct the affected work, provided the failure is reproducible and not caused by a Client change, third party, unsupported environment, misuse, or excluded dependency.

18.2 Except for the express commitment above and any warranty that law does not permit us to exclude, services and website material are provided as available. Avidni disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, compatibility with every environment, and error-free operation to the maximum extent permitted by law.

18.3 Avidni does not guarantee revenue, sales, leads, conversions, funding, traffic, search ranking, advertising performance, regulatory approval, accessibility certification, security certification, uptime, delivery by an external provider, or any business outcome unless a signed engagement document contains a precise written guarantee.

19. Suspension and termination

19.1 Either party may terminate an ongoing engagement as allowed by its service schedule or, if none is stated, on 30 days' written notice. Either party may terminate for a material breach not cured within 14 days after written notice, or immediately where the breach cannot be cured, involves unlawful conduct, creates a serious security risk, or insolvency law permits termination.

19.2 Avidni may suspend affected services sooner where payment is overdue, use breaches section 15, a credential is compromised, a provider requires suspension, continued operation creates a material legal or security risk, or emergency maintenance is necessary. Where practicable, Avidni will give notice and limit the suspension to what is reasonably necessary.

19.3 On termination, accrued fees become due, licences to unpaid work end, and each party must stop using the other's confidential material except as needed for lawful retention, enforcement, or agreed transition. Avidni may provide export or transition assistance at the applicable rate after overdue amounts are paid.

19.4 Terms concerning payment, ownership, confidentiality, data, disclaimers, liability, indemnities, disputes, and any provision intended by its nature to survive will continue after termination.

20. Liability allocation

20.1 To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential loss, or for lost profit, revenue, opportunity, anticipated saving, goodwill, business interruption, or data, arising from an engagement, even if advised that such loss may occur.

20.2 To the maximum extent permitted by law, Avidni's total aggregate liability arising from a specific project is limited to the fees actually paid to Avidni for that project. For a recurring service, it is limited to the fees actually paid for the affected service in the six months before the event giving rise to the claim. This cap applies across contract, tort, negligence, statute, misrepresentation, restitution, and any other basis.

20.3 The exclusions and caps do not apply to fraud, wilful misconduct, liability that cannot lawfully be excluded, or the Client's obligation to pay fees. They apply only to the extent permitted in the relevant circumstances.

20.4 Each party must take reasonable steps to mitigate loss. A claim must be notified promptly with enough detail to investigate, and any legal proceeding must be started within the period required by applicable law.

21. Third-party claims

21.1 To the extent permitted by law, the Client will defend and indemnify Avidni against a third-party claim, damage, penalty, or reasonable cost arising from Client content, Client instructions, unlawful use, infringement by material the Client supplied, products or services the Client offers, or the Client's breach of section 12 or 15.

21.2 Avidni will promptly notify the Client of a covered claim, allow reasonable control of the defence and settlement, and provide reasonable cooperation at the Client's cost. The Client may not settle in a way that admits fault by Avidni or imposes a non-monetary obligation on Avidni without written consent.

21.3 This section does not require indemnification to the extent a claim was caused by Avidni's unauthorised material change, wilful misconduct, or liability that law does not permit the parties to transfer.

22. Disputes and governing law

22.1 Before filing a claim, a party must send a written notice describing the dispute, relevant records, and requested resolution. Authorised representatives will attempt in good faith to resolve it within 14 days. The parties may agree to confidential mediation in Nairobi or remotely.

22.2 These Terms and each engagement are governed by the laws of Kenya, without regard to conflict-of-law rules. Subject to any mandatory consumer forum or a different written dispute clause, the courts of Kenya have exclusive jurisdiction, and proceedings may be brought in Nairobi where legally permitted.

22.3 Nothing prevents either party from seeking urgent interim relief, protecting intellectual property or confidential information, pursuing an undisputed debt, reporting unlawful conduct, or using a remedy that applicable law makes non-waivable.

23. General terms

23.1 Neither party is liable for delay caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, labour disruption, power or network failure, provider outage, governmental action, or widespread cyber incident. Payment obligations for completed work are not excused.

23.2 The Client may not assign an engagement without Avidni's written consent, not to be unreasonably withheld where the assignee can perform the obligations. Avidni may use subcontractors and may assign an engagement as part of a genuine business reorganisation or transfer, while remaining responsible for obligations that law or the agreement places on it.

23.3 Notices concerning breach, termination, legal claims, or privacy must be sent to the contact in the engagement document and to services@avidnifirm.com. Routine project messages may use the agreed workspace or portal. Electronic records and signatures may be used to the extent recognised by law.

23.4 If a provision is unenforceable, it will be limited or removed only to the minimum extent necessary, and the rest remains effective. A failure to enforce is not a waiver. The headings aid navigation and do not limit meaning. These Terms and incorporated engagement documents are the entire agreement about their subject and replace earlier discussions on that subject.

24. Changes and contact

24.1 We may update these Terms to reflect service, provider, security, operational, or legal changes. The page states the effective date and version. Material changes may be notified through the website, email, portal, or a reacceptance request. Changes do not retroactively alter a completed project or accrued right unless law requires it or both parties agree.

24.2 If you do not agree to a material update that applies to an ongoing optional service, you may stop using the affected service and exercise any cancellation right in its schedule. Continued use after the effective date constitutes acceptance where permitted by law.

24.3 Questions or legal notices may be sent to services@avidnifirm.com or through the contact route at https://avidnifirm.com/start-project. Privacy questions are also governed by the Privacy Policy, and technology choices are explained in the Cookie Policy.