Terms of Service

Acceptance of Terms

These Terms of Service, together with any statement of work, proposal, or invoice issued by us (collectively, the "Agreement"), govern your access to and use of the website located at dongamarketing.co.ke (the "Site") and any services provided by Donga Marketing Ltd, a company registered in Kenya under Company ID PVT-ZE18VBK6, with its registered place of business at Kenyatta Highway, Zuhura Place, 2nd Floor, Thika, Kenya, P.O. Box 01000 ("Donga Marketing," "the Company," "we," "us," or "our").

By accessing the Site, submitting an enquiry, or engaging Donga Marketing to provide any service (the "Services"), you ("Client," "you," or "your") agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

Definitions

• "Services" means the digital marketing, website design and development, search engine optimisation, paid advertising, social media management, branding, content marketing, and related services provided by Donga Marketing, as further described in an applicable proposal, quotation, or statement of work.
• "Deliverables" means any work product created by Donga Marketing for the Client under the Agreement, including websites, designs, copywriting, advertisements, and reports.
• "Client Materials" means any content, data, trademarks, logos, images, or other materials provided by the Client for use in connection with the Services.

Description of Services

The specific scope, timeline, and fees for Services provided to a Client will be set out in a written proposal, quotation, statement of work, or invoice, which forms part of this Agreement upon acceptance by the Client. In the event of any conflict between this Agreement and a specific statement of work, the terms of the statement of work shall prevail solely with respect to the subject matter it addresses.

Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement to use the Site or engage our Services. By using the Site or engaging our Services, you represent and warrant that you meet these requirements.

Client Obligations

The Client agrees to: (a) provide accurate, complete, and timely information reasonably required for Donga Marketing to perform the Services; (b) provide timely feedback, approvals, and access to accounts, platforms, or systems necessary to carry out the agreed Services; (c) ensure that any Client Materials provided do not infringe the intellectual property, privacy, or other rights of any third party; and (d) make payments in accordance with Section 6. Donga Marketing shall not be liable for any delay, additional cost, or failure to achieve agreed outcomes arising from the Client's failure to fulfil these obligations.

Fees and Payment

Fees for Services will be set out in a written proposal, quotation, or invoice. Unless otherwise agreed in writing, an initial deposit is required before work commences, with the balance payable in accordance with the payment schedule stated in the applicable proposal or invoice.

• Invoices are due within the period stated on the invoice, or, where no period is stated, within fourteen (14) days of the invoice date.
• Amounts unpaid after the due date may attract a late payment charge and Donga Marketing reserves the right to suspend Services, including active advertising campaigns, until outstanding amounts are settled.
• All fees are exclusive of applicable taxes, including value added tax, unless expressly stated otherwise.
• Third party costs, including advertising spend paid directly to platforms such as Google or Meta, domain registration, and hosting fees, are separate from and in addition to Donga Marketing's professional fees, unless otherwise agreed in writing.

Intellectual Property

Subject to full and final payment of all fees due under the applicable engagement, ownership of the final Deliverables created specifically for the Client shall transfer to the Client upon such payment, excluding any pre-existing intellectual property, tools, templates, or methodologies owned by Donga Marketing prior to or independently of the engagement ("Background IP"), which shall remain the sole property of Donga Marketing. Donga Marketing grants the Client a non-exclusive, royalty-free licence to use any Background IP incorporated into the Deliverables solely as necessary to use the Deliverables for their intended purpose.

The Client grants Donga Marketing a non-exclusive, royalty-free licence to use Client Materials solely as necessary to perform the Services. Unless the Client notifies Donga Marketing in writing to the contrary, Donga Marketing may showcase completed work, including website designs, campaign results, and case studies, in its own portfolio, proposals, and marketing materials.

Confidentiality

Each party agrees to keep confidential any non-public business, financial, or technical information disclosed by the other party in connection with the Agreement, and to use such information solely for the purpose of performing its obligations under the Agreement, except where disclosure is required by law or by a competent regulatory or judicial authority.

No Guarantee of Results

Third Party Platforms

Certain Services rely on platforms operated by third parties, including Google, Meta, TikTok, LinkedIn, and WhatsApp ("Third Party Platforms"). Donga Marketing has no control over, and accepts no liability for, the availability, functionality, policies, advertising rates, account suspensions, algorithm changes, or acceptable use decisions made by any Third Party Platform, including any decision by a Third Party Platform to reject, limit, restrict, or remove content, advertisements, or accounts associated with the Client.

Disclaimer of Warranties

Except as expressly stated in a signed written agreement, the Site and all Services and Deliverables are provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non infringement, or that the Site or Services will be uninterrupted, timely, secure, or error free. Donga Marketing does not warrant the accuracy or completeness of any content on the Site.

Limitation of Liability

To the maximum extent permitted by applicable law:

• Donga Marketing Ltd, its directors, officers, employees, contractors, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to loss of profits, revenue, data, business opportunity, or goodwill, whether arising in contract, tort (including negligence), strict liability, or otherwise, and whether or not Donga Marketing has been advised of the possibility of such damages;
• Donga Marketing's total, aggregate liability arising out of or relating to the Agreement, the Site, the Services, or any Deliverables, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Client to Donga Marketing for the specific Service giving rise to the claim during the three (3) month period immediately preceding the event giving rise to the claim;
• Nothing in this Agreement shall exclude or limit liability that cannot lawfully be excluded or limited under the laws of Kenya, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Donga Marketing Ltd, its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with: (a) the Client Materials, including any claim that Client Materials infringe the intellectual property or other rights of a third party; (b) the Client's breach of any representation, warranty, or obligation under this Agreement; or (c) the Client's use of any Deliverable in a manner not authorised under this Agreement or in violation of applicable law.

Termination

Either party may terminate an ongoing engagement by providing written notice in accordance with the notice period stated in the applicable proposal or statement of work, or, where no period is stated, thirty (30) days' written notice. Donga Marketing may suspend or terminate Services immediately upon written notice if the Client fails to make payment when due, or breaches a material term of this Agreement and fails to remedy such breach within fourteen (14) days of being notified. Upon termination, the Client remains liable for all fees accrued up to the effective date of termination, including any non cancellable third party costs already committed on the Client's behalf.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement, other than payment obligations, where such failure or delay results from circumstances beyond its reasonable control, including acts of God, natural disaster, war, civil unrest, government action, internet or telecommunications failure, or failure or outage of a Third Party Platform.

Dispute Resolution

In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt in good faith to resolve the dispute through direct negotiation between senior representatives within thirty (30) days of written notice of the dispute. If the dispute is not resolved through negotiation, either party may refer the matter to mediation before pursuing formal proceedings, unless a party seeks urgent injunctive relief. This Agreement is governed by the laws of the Republic of Kenya, and, subject to the foregoing, the courts of Kenya shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

General Provisions

Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Entire Agreement

This Agreement, together with any applicable proposal, statement of work, or invoice, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

Assignment

The Client may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Donga Marketing. Donga Marketing may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Amendments

Donga Marketing may update these Terms of Service from time to time by posting a revised version on this page. Material changes affecting an active engagement will be communicated to the Client directly. Continued use of the Site or Services following the posting of changes constitutes acceptance of the revised terms.

Waiver

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of a right preclude any other or further exercise of that right.

Contact

Questions regarding these Terms of Service should be directed to the contact details below.