Terms of Service

1. Legal Basis of Services and Acceptance of Terms

1.1. NillTech Solutions Ltd provides a secure and efficient platform that connects local and international clients with skilled freelancers ("Services") through its website www.nilltechsolutions.com.

1.2. By checking the box "I agree to the Terms of Service," You acknowledge that You have read, understood, and agree to be bound by this Agreement. This creates a legally binding contract between You and NillTech Solutions Ltd under the laws of Kenya.

2. Interpretation

The following definitions and rules of interpretation apply in these Terms:

2.1. Definitions

• Agreement: These Terms, any Policy, and other provisions governing Your use of the Website and Services.
• Customer Facilities: Any credentials, accounts, hardware, or systems used by the Customer to access the Services.
• Deliverables: All products, materials, or outputs developed by NillTech in relation to the Services.
• Intellectual Property Rights: Patents, copyrights, trademarks, trade secrets, and other intellectual property rights as recognized under Kenyan law.
• Services: The services provided by Nilltech include, but are not limited to, the development and operation of a digital platform that facilitates the engagement of freelancers and businesses; talent sourcing and vetting; project posting and management; escrow and payment facilitation; compliance and administrative support; and any other related services as the Company may introduce from time to time.
• Website: NillTech's online platform accessible at www.nilltechsolutions.com.

2.2. Clause headings are for convenience only and do not affect interpretation.

2.3. Words in the singular include the plural, and vice versa.

2.4. References to one gender include all genders.

3. Registration, Order of Services, and Commencement

3.1. To access the Services, You must register on the Website, create a user account, and provide accurate information.

3.2. You may place orders for Services through the Website, email, or other agreed methods.

3.3. NillTech will provide the Services in accordance with these Terms.

4. Customer Obligations

4.1. You agree to:

• a) Provide accurate and complete information during registration.
• b) Maintain the confidentiality of Your account credentials.
• c) Use the Services lawfully and in compliance with all applicable Kenyan laws.
• d) Notify NillTech immediately of any unauthorized access to Your account.

4.2. You are solely responsible for any data or materials You provide to NillTech and must ensure they do not infringe any third-party rights.

5. Charges and Payment

5.1. You agree to pay for all Services provided by NillTech at the rates specified on the Website or in the invoice.

5.2. Payment Methods: Payment methods include M-Pesa, bank transfer, debit and credit cards, and any other payment methods approved by the Company from time to time.

5.3. Late Payments: Any late payments shall incur interest at a rate of 12% per annum, calculated on a pro-rata basis, or the maximum rate permitted under Kenyan law, whichever is lower.

5.4. Escrow and Disputes

Where escrow services are used, funds shall be held by NillTech or its designated payment partner until agreed milestones are completed or the project is concluded.

In the event of a dispute, NillTech may temporarily suspend release of funds while facilitating a resolution between the Client and Freelancer. NillTech's role shall be limited to mediation and administrative support and shall not constitute legal arbitration.

5.5. Chargebacks and Failed Payments: NillTech shall not be liable for losses arising from chargebacks, failed transactions, or payment reversals initiated by third-party payment providers, except where required by law.

6. Intellectual Property Rights

6.1. All Intellectual Property Rights in the Services, Website, and Pre-existing Materials belong to NillTech.

6.2. You retain ownership of any materials or data You provide to NillTech but grant NillTech a license to use them for the purpose of providing the Services.

6.3. Ownership of Work Product: Subject to full payment being made by the Client, all intellectual property rights in the work product, deliverables, or outputs created by a Freelancer for a Client through the Platform shall vest in the Client, unless otherwise agreed in writing between the Client and the Freelancer.

6.4. Platform License: Notwithstanding Clause 6.3, the Client and Freelancer grant NillTech a non-exclusive, royalty-free, worldwide license to use, display, and reference completed work solely for the purposes of operating, marketing, and improving the Platform, unless expressly prohibited by the Client in writing.

7. Confidentiality

7.1. Both parties agree to keep confidential any information disclosed during the provision of the Services.

7.2. Confidentiality obligations survive the termination of this Agreement.

7.3. Off-Platform Transactions: Any transactions, communications, or agreements conducted outside the Platform are undertaken at the sole risk of the parties involved. NillTech shall bear no responsibility for disputes, losses, or damages arising from off-platform interactions.

8. Limitation of Liability

8.1. The Services are provided on an "as is" and "as available" basis. NillTech makes no warranties, express or implied, regarding the accuracy, reliability, or suitability of the Services for any particular purpose.

8.2. To the maximum extent permitted under Kenyan law, NillTech shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or business opportunities.

8.3. NillTech's total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by the Customer to NillTech in the twelve (12) months preceding the claim.

9. Termination

9.1. Either party may terminate this Agreement with 30 days' written notice.

9.2. Termination does not affect any rights or obligations that accrued prior to termination.

10. Freelance Contracts and Kenyan Labor Laws

10.1. Freelance Contracts:

• a) Freelancers engaged by NillTech are independent contractors and not employees.
• b) Freelancers are responsible for their own taxes, insurance, and compliance with Kenyan labor laws.
• c) Freelancers must provide valid documentation, including a KRA PIN, to facilitate payments.

10.2. Compliance with Kenyan Labor Laws:

• a) NillTech complies with the Employment Act of Kenya (2007) and other relevant labor laws.
• b) Freelancers are entitled to fair treatment, timely payment, and a safe working environment.
• c) Any disputes arising from freelance contracts will be resolved in accordance with Kenyan labor laws and dispute resolution mechanisms.

11. Governing Law and Jurisdiction

11.1. This Agreement is governed by the laws of Kenya.

11.2. Any disputes will be resolved exclusively by the courts of Kenya.

12. Miscellaneous

12.1. Force Majeure: NillTech is not liable for delays or failures caused by events beyond its control, including but not limited to natural disasters, pandemics, or government actions.

12.2. Amendments: NillTech may update these Terms from time to time. Continued use of the Services constitutes acceptance of the updated Terms.

12.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties.

• These Terms, together with the Privacy Policy, form the entire agreement.
• Invalid provisions do not affect the rest.
• No waiver of rights constitutes a waiver of any other right.
• Contact us at [email protected].