Terms & Conditions of Service

1. Our Services

Underscre provides software development and business technology services. This includes, but is not limited to:

• Designing and building software products — web applications, mobile applications, APIs, backend services, desktop applications, and CLI tools.
• Business technology consulting — digital transformation, IT strategy, process automation, and systems integration.
• Business intelligence — market analysis, feasibility studies, strategic plans, and white papers.
• Technical advisory — architecture review, technology evaluation, IT infrastructure analysis, and technical documentation.

We work with you directly. Every project is a collaboration between Underscre and the Client, scoped and delivered to agreed outcomes.

2. Originality and Quality

We take quality and integrity seriously in every engagement.

• Original Work: All software and deliverables are built or produced specifically for your project. We do not recycle or resell work.
• Tool Use: We use appropriate tools and technologies for the work. Any use of automation or AI-assisted tooling remains under professional oversight and quality review.
• Client Responsibility: You agree to use our Services ethically and remain responsible for how delivered systems and materials are used.
• No Guarantee of Specific Outcomes: While we strive for excellence, we do not guarantee specific business results, performance targets, or third-party approvals beyond the agreed scope of delivery.

3. Intellectual Property Rights

3.1 Work Product

Full Ownership Transfers to You: Upon receipt of full payment for a project, you (the Client) own the final deliverable. We assign all rights, title, and interest in the specific work product created for you.

What this means: You may use the final deliverable for your intended purpose. We will not reuse or resell your specific work.

3.2 Our Retained Rights

• Methodologies and Techniques: We retain all rights to our generic processes, methodologies, templates, and know-how developed over time.
• Anonymized Use: We may request permission to describe project work in anonymized case studies. We will never share identifying details without explicit written consent.

3.3 Client Materials

You retain full ownership of materials you provide (drafts, data, notes). You grant us a limited license to use these materials solely to complete your project.

4. Confidentiality

Discretion is a cornerstone of our service.

• Obligation of Secrecy: We keep all shared information confidential and do not disclose your identity, project details, or materials to third parties, except as required by law or to bound subcontractors when necessary.
• Security: We take reasonable measures to protect your data. However, no internet transmission method is 100% secure.
• Exceptions: Confidential information excludes information already public or legally required to be disclosed.

5. Payment Terms

5.1 Fees and Invoicing

Fees are agreed per project based on scope, complexity, and timeline. We provide a written estimate or proposal before work begins.

We may require a deposit (typically 30-50%) before starting larger projects. The remaining balance is due upon completion before final delivery. Smaller one-off tasks may require full payment upfront.

5.2 Payment Methods

We accept payment via PayPal and Payoneer. Fees are quoted in USD. For Kenyan payments, KES (Kenyan Shilling) may be used.

5.3 Late Payments

If payment is not received by the agreed due date, we may suspend work and/or withhold delivery until payment is made. Late balances may incur a 5% fee per month.

6. Delivery, Review & Completion

• Iterative delivery: Work is delivered collaboratively through ongoing review cycles. Refinements and adjustments within the agreed scope are part of how we work — we iterate until the outcome meets the agreed specification. Changes that materially alter the scope, technology stack, or project objectives constitute a new engagement and are quoted separately.
• Client responsiveness: Active collaboration is required to keep builds moving. If we are unable to reach you for 30 days without a prior arrangement, we may consider the engagement paused and invoice for work completed to date.
• Final handover: Upon full payment, deliverables are handed over cleanly — source code, deployed systems, documentation, or other agreed outputs depending on the project type.

7. Cancellation and Refunds

• Cancellation by Client: You may cancel at any time. If work has started, payment is due for completed work on a pro-rata basis. Deposits are applied to this amount; excess may be refunded.
• Cancellation by Us: We may decline or cancel projects for reasons including conflicts of interest or scope outside our expertise. If cancelled before work begins, any deposit is fully refunded.
• Refunds: Because work is custom and intellectual in nature, refunds are generally not provided after delivery and acceptance. We will work in good faith through revisions to resolve issues.

8. Limitation of Liability

• Services are provided "as is" without warranties, express or implied, regarding suitability, reliability, or accuracy for your specific purpose.
• We are not liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• Our total liability for any claim related to these Terms or Services is limited to the amount you paid for the specific project giving rise to the claim.

9. Indemnification

You agree to indemnify and hold harmless Underscre and its personnel from claims, losses, liabilities, damages, or expenses (including reasonable legal fees) arising from your use of our Services, violation of these Terms, or violation of third-party rights.

10. Governing Law and Dispute Resolution

These Terms are governed by the laws of Kenya, without regard to conflict of law principles.

We prefer to resolve disputes amicably. Before formal proceedings, you agree to contact us directly for informal resolution.

If unresolved, you agree to submit to the exclusive jurisdiction of the courts located in Nairobi, Kenya.

11. Contact Information

If you have questions about these Terms, contact us:

Underscre
Email: support@underscre.com