1. About these Terms

These Website Terms of Service and Terms of Engagement (the “Terms”) govern services supplied by Sitewell Technologies, trading as Sitewell (”Sitewell”, “we”, “us”, or “our”), to the person or legal entity that accepts these Terms (”Client”, “you”, or “your”).

These Terms become binding when you submit a service request that incorporates these Terms, confirm acceptance by email or another durable electronic record, pay an invoice after being directed to these Terms, or instruct Sitewell to begin work after receiving or being given access to these Terms. If you accept on behalf of an entity, you confirm that you have authority to bind it.

By accepting, you agree that Sitewell may retain the accepted version of these Terms, your Service Confirmation, payment records, and reasonable electronic records of acceptance as evidence of the contract. Browsing the website without accepting these Terms does not, by itself, create a service contract.

2. Contract documents and definitions

These Terms, the applicable Service Confirmation, and any separately accepted Statement of Work form the contract. If there is a conflict, the accepted Statement of Work takes priority, followed by the Service Confirmation, these Terms, and then other referenced material.

A “Service Confirmation” is the on-screen confirmation, email, invoice, proposal, or other durable electronic record identifying the Client, selected service, Website, fees, payment schedule, commencement date, scope, or exclusions. “Website” means the website, domain configuration, pages, content, deployment, and related online presence identified in the Service Confirmation. “Client Content” means text, images, video, logos, trademarks, data, documents, instructions, credentials, and other materials supplied or approved by the Client. “Sitewell Materials” means Sitewell’s pre-existing and reusable code, templates, systems, workflows, components, tools, methods, know-how, and improvements. “Third-Party Services” means external services such as Cloudflare, Notion, domain registrars, analytics providers, email providers, fonts, libraries, and other suppliers.

3. Services

Sitewell will provide the services described in the applicable Service Confirmation. Unless stated otherwise, the website service includes a new website built from scratch, hosting or deployment coordination, routine website management, and reasonable support within the selected plan.

The KES 10,000 Website Plan does not include ongoing SEO, GEO, copywriting, blog publishing, or content production. The Client manages its own blogs and routine content unless additional work is agreed electronically.

The KES 13,000 Turnkey Plan includes the Website Plan together with the SEO, GEO, and white-glove service described in the Service Confirmation. The monthly activities, priorities, content responsibilities, and reasonable limits may be stated in that confirmation.

Custom software is not included in either website plan. It is supplied only under an accepted Statement of Work or electronic Service Confirmation and is priced from KES 50,000.

Sitewell is not required to perform work outside the confirmed scope. Sitewell may refuse an instruction that is unlawful, unsafe, technically incompatible, outside scope, or likely to compromise the Website or a Third-Party Service.

4. Client responsibilities

The Client must provide accurate information, timely decisions, required access, approvals, and Client Content. The Client warrants that it owns or is authorised to use all Client Content and instructions supplied to Sitewell, and that their use will not infringe rights or breach law, licence, contract, privacy obligations, or advertising requirements.

The Client remains responsible for the accuracy, legality, regulatory compliance, and approval of its content, claims, prices, offers, testimonials, policies, products, and published information. Sitewell may rely on the Client’s instructions and approvals.

Delay caused by missing content, unavailable access, late feedback, or a third party will extend the affected delivery date by a reasonable period. The Client must protect its own credentials and promptly notify Sitewell of suspected unauthorised access.

5. Term and twelve-month Website Commitment

These Terms become effective on acceptance. The relevant service begins on the commencement date in the Service Confirmation. The website service has a minimum twelve-month commitment unless ended earlier under these Terms.

The Website Commitment has a total website value of KES 120,000. A monthly payment schedule is a payment method for that commitment, not a month-to-month cancellation right.

After the initial twelve months, the services may continue under the Service Confirmation, a later electronic confirmation, or a renewal accepted by both Parties. No automatic ownership transfer or handover occurs until the Website Commitment and all other amounts due have been paid in full.

6. Fees and payment

The applicable monthly charges are:

• KES 10,000 per month for the Website Plan. The full KES 10,000 is credited toward the KES 120,000 Website Commitment.

• KES 13,000 per month for the Turnkey Plan. Only KES 10,000 is credited toward the Website Commitment. The additional KES 3,000 is a separate SEO, GEO, management, and white-glove service charge.

• Custom software from KES 50,000, separately scoped and priced.

The additional KES 3,000 Turnkey service charge is not credited toward the Website Commitment, is not a site payment, and is not deducted from an early-exit balance. Invoices are payable by the due date shown on the invoice. The Client must pay without set-off or deduction except where required by law. Applicable transaction charges, domain charges are the Client’s responsibility unless the Service Confirmation says otherwise.

7. Review, acceptance and changes

Sitewell will provide a reasonable opportunity to review a Deliverable or material website change. The Client must notify Sitewell in writing within seven business days after delivery of a material failure to conform to the agreed scope, identifying the affected item and defect.

A Deliverable is accepted when the Client approves it, publishes or uses it, or fails to give a valid notice within the review period. This clause does not remove rights that cannot lawfully be excluded.

A change request must be made in writing. Sitewell may confirm the effect on scope, fees, dependencies, and timing before starting the change. Sitewell is not required to perform a change until its commercial effect is accepted.

8. Non-payment, grace period and suspension

If an invoice is unpaid on its due date, Sitewell may issue a payment notice. The Client has seven calendar days from the due date to clear the overdue amount, unless a longer period is expressly stated in the Service Confirmation.

If payment is not received by the end of the grace period, Sitewell may suspend website management, support, workspace access, further work, and public access to the Website. Sitewell may take the Website offline until the overdue amount is paid.

Suspension is not a waiver of Sitewell’s right to recover overdue amounts, the early-exit amount, reasonable recovery costs, or other remedies. Restoration is subject to payment and may require reasonable reconfiguration time or third-party charges.

9. Early exit and termination

The Client may request to end the website service before the twelve-month commitment ends, but early exit does not cancel the commitment. The amount immediately due is the unpaid balance of KES 120,000, calculated as KES 120,000 less the Website Commitment credits actually applied, together with unpaid service charges, approved extra work, third-party charges, and other amounts properly due.

For the Turnkey Plan, the separate KES 3,000 monthly service charges are not part of the KES 120,000 commitment and are not deducted from the early-exit balance. Amounts already paid for completed services, management, hosting, or third-party costs are not refundable merely because the Client exits early.

Sitewell may terminate immediately by notice if the Client uses the services unlawfully, infringes third-party rights, creates a material security risk, becomes insolvent, or materially damages Sitewell’s reputation or systems. Sitewell may terminate for persistent non-payment after suspension and notice. Termination does not eliminate amounts already due or the early-exit amount where applicable.

10. Content, ownership and handover

The Client retains ownership of Client Content and grants Sitewell a non-exclusive, worldwide, royalty-free licence to host, reproduce, adapt, publish, and process that content as reasonably necessary to provide the services.

Sitewell retains all right, title, and interest in Sitewell Materials, the Website system and implementation, reusable code, templates, components, workflows, deployment tooling, conversion tooling, know-how, and improvements. During the Website Commitment, and while all amounts are paid, the Client receives a limited, non-exclusive, non-transferable licence to use the Website for its own business.

After the twelve-month Website Commitment is complete and all amounts are paid, the Client may request a handover of agreed project-specific materials reasonably required to operate the Website. Handover excludes Sitewell’s background intellectual property, internal systems, internal workspace data, other clients’ information, and third-party materials that cannot be transferred. The Client is responsible for transfer, hosting, domain, renewal, and third-party migration charges.

A domain registered in the Client’s name remains the Client’s property. A domain registered or controlled by Sitewell on the Client’s behalf will be handled as stated in the Service Confirmation, subject to payment of all amounts due.

11. Third-Party Services

Sitewell may use Cloudflare, Notion, domain registrars, analytics providers, email providers, software libraries, and other Third-Party Services. Those providers operate under their own terms, policies, pricing, limits, and availability.

Sitewell is not responsible for a third party’s outage, suspension, pricing decision, security incident, policy decision, or failure outside Sitewell’s reasonable control. Sitewell may substitute a reasonably comparable provider where necessary for security, availability, compliance, or commercial sustainability.

12. SEO, GEO and business results

SEO and GEO services consist of the activities stated in the Service Confirmation or agreed work plan. Search engines, answer engines, browsers, analytics platforms, and other third parties control their own indexing, ranking, display, and reporting systems.

Sitewell does not guarantee a particular ranking, answer-engine citation, traffic level, lead volume, conversion rate, advertising result, Lighthouse score, uptime, or revenue outcome. The Client is responsible for the truthfulness and legal compliance of claims, regulated statements, pricing, promotions, reviews, health information, financial information, and other public content supplied or approved by the Client.

13. Confidentiality and data protection

Each Party must keep confidential information received from the other Party confidential and use it only to perform or receive the services. A Party may disclose it to advisers, contractors, or service providers who need it for the services and are bound by confidentiality obligations, or where disclosure is required by law.

Each Party must comply with applicable Kenyan data protection law, including the Data Protection Act, 2019, to the extent applicable to its activities. The Client warrants that it has a lawful basis and required notices, consents, permissions, and authorisations for personal data supplied to Sitewell or published through the Website.

14. Warranties and disclaimers

Sitewell will perform the services with reasonable skill and care. Sitewell does not warrant that the Website will be uninterrupted, error-free, immune from attack, compatible with every device or browser, or available at all times.

Sitewell is not responsible for a defect caused by Client Content, Client instructions, a change made by the Client or another provider, misuse, unsupported equipment, a Third-Party Service, or circumstances outside Sitewell’s reasonable control. Nothing in these Terms excludes or limits a right, warranty, liability, or remedy that cannot lawfully be excluded or limited.

15. Client indemnity

The Client shall indemnify and hold harmless Sitewell, its officers, employees, and contractors against third-party claims, losses, liabilities, costs, and reasonable expenses arising from Client Content or instructions, the Client’s breach of these Terms, unlawful use of the services, infringement by Client Content, or claims concerning the Client’s products, services, statements, or instructions.

16. Limitation of liability

Subject to the exceptions below, Sitewell’s total aggregate liability arising out of or in connection with these Terms shall not exceed the fees actually paid by the Client to Sitewell for the affected services during the twelve months immediately before the event giving rise to the claim.

Subject to the exceptions below, Sitewell is not liable for indirect loss, loss of profit, revenue, savings, opportunity, goodwill, data, business interruption, or consequential loss. The Client must take reasonable steps to mitigate loss and give Sitewell a reasonable opportunity to investigate and remedy a service failure.

Nothing in these Terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

17. Force majeure

A Party is not in breach to the extent performance is prevented or materially delayed by an event beyond its reasonable control, including an outage, cyberattack, internet failure, labour disruption, government action, war, civil disorder, natural disaster, epidemic, or Third-Party Service failure. Payment obligations for services already supplied are not excused.

18. Disputes and governing law

These Terms are governed by the laws of Kenya. A Party must first give written notice of a dispute, and the Parties must attempt in good faith to resolve it through discussion within fourteen days.

If the dispute is not resolved, it shall be referred to confidential arbitration in Nairobi, Kenya, administered by the Nairobi Centre for International Arbitration under its applicable arbitration rules. The tribunal shall consist of one arbitrator and the language shall be English. The award shall be final and binding except for the limited recourse permitted by the Arbitration Act, 1995.

Nothing in this clause prevents a Party from applying to a court for interim protection, appointment or challenge of an arbitrator, enforcement or setting aside of an award, or another application the Arbitration Act permits a court to determine.

19. Notices

Notices to Sitewell must be sent to [email protected] and any registered or published business address of Sitewell. Notices to the Client may be sent to the email address and other contact details submitted during enrolment or stated in the Service Confirmation. An email notice is deemed received when sent unless the sender receives an automated failure notice.

20. General

These Terms, the Service Confirmation, and any accepted Statement of Work are the entire agreement between the Parties about their subject matter. Sitewell may update these Terms by publishing a new version. A material change will not apply retrospectively to a paid current service period unless required by law or necessary to prevent fraud, abuse, security risk, or unlawful use. The version accepted by the Client may be retained as evidence.

The Client may not assign these Terms without Sitewell’s prior written consent. Sitewell may assign them to a successor or group company that assumes its obligations. Sitewell may use competent contractors. The Parties are independent contractors, and nothing creates a partnership, employment relationship, agency, or joint venture.

If a provision is invalid or unenforceable, it shall be read down to the minimum extent necessary and the remaining provisions remain effective. A failure or delay to exercise a right is not a waiver. Clauses that by their nature should survive termination shall survive.

21. Contact

Questions, complaints, or legal concerns about these Terms or Sitewell services should be sent to [email protected].

Last updated: 1st October 2026.