Terms and Conditions

1. Who We Are

These Terms are an agreement between you and WP FOSS LIMITED ("WPfoss", "we", "our", "us"), a company incorporated in Kenya and trading as WPfoss at wpfoss.ke.

We are registered with the Office of the Data Protection Commissioner (ODPC) as both a Data Controller and a Data Processor under registration number 507-1539-1BAA.

You can reach us at hello@wpfoss.ke or +254 709 384 200.

2. Who These Terms Cover

• Visitors to wpfoss.ke and our free tools
• Clients who buy a service from us
• Partners and resellers who introduce clients to us

Where a signed contract, proposal or statement of work says something different from these Terms, that document takes precedence for that engagement.

3. Scope of Services

• WordPress development, web design, e-commerce and WooCommerce setup, SEO, website maintenance, M-Pesa integration, WhatsApp AI agents, Google Workspace and related digital services
• What is included in any engagement is what the written quotation or proposal lists. Anything not listed is out of scope and is quoted separately.
• We are not responsible for failures in third-party platforms we do not control, including M-Pesa and Daraja downtime, Google or Meta policy changes, domain registry outages, or hosting provider incidents

4. Quotations, Orders and Acceptance

• A quotation is valid for 30 days from its date unless it says otherwise
• Work begins when you accept the quotation in writing and any required deposit has cleared
• Prices are quoted exclusive of VAT unless stated otherwise. VAT is charged at the rate in force on the invoice date.

5. Client Responsibilities

• Provide accurate, lawful content, access credentials and approvals on time
• Ensure you hold the rights to any text, images, logos, video or data you give us to publish
• Ensure website content complies with applicable laws, including the Data Protection Act, 2019 and consumer protection law
• Use our services responsibly: no illegal activity, spam, malware, or infringement of anyone's intellectual property
• Nominate one person who can give approvals. Delays in feedback, content or approvals move delivery dates by the same amount.

Reviewing and approving what we publish

Before anything goes live, and again before you accept the finished work, you must review the whole of it and satisfy yourself that everything said about you and your business is true.

• Check every factual claim about your business: what you do, where you are, how long you have traded, prices, turnaround times, guarantees, coverage and availability
• Check every credential, licence, registration, certification, award, membership and accreditation, and that you currently hold each one
• Check testimonials, reviews, client names and logos, case studies and any figure or statistic, and that you are entitled to publish each of them
• Check that nothing is misleading by omission, exaggerated, or capable of being read as a promise you cannot keep
• Check that anything regulated in your industry carries whatever wording, disclaimer or licence number the law requires
• Tell us in writing about anything that is wrong or unclear. We will correct it before launch.

We publish what you give us and what you approve. We write copy and build pages from the information, documents and instructions you supply, and we are not in a position to verify that any claim about your business is accurate, current or lawful. That check is yours and only yours.

Once you approve the work, or it is treated as accepted under section 8, responsibility for everything it says rests with you. That includes any claim, complaint, regulatory action, penalty or legal proceeding arising from the content, whoever originally typed the words. You indemnify us against those claims under section 18.

Content also changes after launch. If your prices, credentials, registrations or services change, it is your responsibility to have the site updated. We do not monitor your content for continuing accuracy.

6. Payment Terms

• Payment is made by M-Pesa unless we agree otherwise in writing
• Project work normally requires a deposit before work starts, with the balance due on completion. The split is set out in your quotation.
• Recurring services are billed monthly or annually in advance
• Invoices are due on the date stated on the invoice
• We may pause work or suspend a service on an overdue account after giving you written notice
• All fees are in Kenya Shillings (KES) unless stated otherwise

7. Refunds and Cancellations

• Deposits cover work already scheduled and committed, and are not refundable once work has started
• For recurring services you may cancel at any time. Cancellation takes effect at the end of the period you have already paid for; we do not pro-rate a part month.
• Where we have not delivered what was agreed and cannot put it right within a reasonable time, you may request a refund of the amount paid for the undelivered part
• Third-party costs already spent on your behalf, such as domain registrations, licences and paid advertising, are not refundable
• Refund requests should be sent to hello@wpfoss.ke and are answered within 14 days

8. Delivery, Revisions and Approval

• Timelines in a quotation are estimates made in good faith and assume content, approvals and payments arrive as scheduled
• The number of revision rounds included is stated in the quotation. Further rounds are charged at our normal rates.
• Work is treated as accepted when you confirm in writing, or 14 days after we deliver it and hand it over, whichever is earlier

9. Hosting, Domains and Third-Party Services

• Domains we register on your behalf are registered in your name and belong to you
• Third-party services carry their own terms, and using them through us means you also accept theirs
• Licences for themes, plugins and paid services run for as long as they are paid for. If a licence lapses, the feature it powers may stop working.
• We are not responsible for loss caused by a third-party provider's outage, price change, policy change or closure

10. Backups and Security

• Where a maintenance plan includes backups, the frequency and retention are those stated in that plan
• Outside a maintenance plan, keeping your own backups is your responsibility
• We take reasonable technical and organisational measures to protect systems we run, but no system is immune to attack
• You are responsible for keeping your own credentials secure and for anything done with them

11. Intellectual Property

• You retain ownership of your own content, brand and data
• On full payment, you own the custom work produced for you
• Themes, plugins and third-party components are licensed, not sold, unless the quotation says they were bought outright
• We retain ownership of our own tools, internal libraries, code and methods, including anything reused across projects
• We may show completed work in our portfolio and marketing unless you ask us in writing not to

12. Confidentiality

Each of us will keep the other's non-public business information confidential and use it only to perform this agreement. This does not apply to information that is already public, was already known, or must be disclosed by law.

This obligation continues for three years after the engagement ends.

13. Acceptable Use

You may not use our services, tools or infrastructure to:

• Send unsolicited bulk messages, whether by email, SMS or WhatsApp
• Host or distribute malware, phishing pages or pirated material
• Impersonate another person or business, or misrepresent your relationship with us
• Collect personal data unlawfully, or without a lawful basis under the Data Protection Act, 2019
• Attempt to gain unauthorised access to our systems or anyone else's

We may suspend or terminate a service that breaches this section, and where the law requires it we will report the breach.

14. Partners and Resellers

This section applies to anyone accepted into the WPfoss Partner Programme, whether described as a partner, reseller, affiliate or agent. It is in addition to the rest of these Terms. Full programme details are on our Partner Programme page. The full agreement every partner accepts is the Partner Terms; where the two differ, the Partner Terms apply.

14.1 Who may join

• You must be at least 18 years old. We do not accept minors into the programme under any circumstances.
• You must give us your national ID or passport number, your date of birth and your KRA PIN
• We may ask for a certificate of good conduct, and may decline or end a partnership if it is not provided
• Until you are approved and hold a partner code, you have no authority to represent WPfoss.
• We may decline any application without giving a reason

14.2 You are an independent contractor

Nothing in this agreement creates employment, a partnership in law, a joint venture or an agency relationship beyond the limited authority described here. You are an independent contractor running your own business.

• You are not a WPfoss employee and receive no salary, wages, leave, pension, NSSF, SHA or other employment benefit
• You set your own hours, choose your own methods and work from wherever you like. We set no targets you can be penalised for and impose no minimum activity.
• The programme is not exclusive on either side. You may sell other products, and we may appoint other partners in any area.
• You meet your own costs: transport, airtime, data, devices and anything else you spend to sell
• You may not hold yourself out as an employee, director or officer of WPfoss, or sign anything on our behalf

14.3 Tax is your responsibility

• You are solely responsible for your own tax. That includes income tax on commission you earn, and registering for and accounting for VAT if your turnover requires it.
• WPfoss does not operate PAYE on commission and makes no employment-related statutory deductions
• Commission is paid to you in full, without deduction, unless the law requires us to withhold a tax from a payment. Where it does, we will withhold it, remit it to KRA and give you the certificate.
• You must keep a valid KRA PIN on file with us. We may hold a payment until one is provided.
• You indemnify WPfoss against any tax, penalty or interest assessed against us because you did not meet your own tax obligations

14.4 What you earn

• Commission is 20% of what is left after VAT is taken off, on every service you sell. VAT is not our revenue and not yours, so it is removed before commission is calculated.
• Partners who joined before 27 October 2026 keep the 40% they joined on, under the terms they accepted.
• For Album, what we pay for the family's domain name is also taken off before commission is calculated: KES 3,000 a year for a .ke name, KES 463 to register a .co.ke and KES 1,300 a year to renew it, and what the registrar charged for any other ending. It comes off the first payment and every yearly payment, but not a monthly payment after the first.
• On a monthly service you earn commission on every payment the client makes, for as long as they remain a paying client
• On a one-off project you earn commission once, on the project value
• Commission exists only when WPfoss has actually received the client's money. A signature, a promise or an invoice earns nothing.
• We may change the commission rate for future sales on 30 days' written notice. A change never affects commission already earned, and a client sold at a given rate stays at that rate.

14.5 When you are paid

• Every commission is held for 30 days from the date the client's payment reaches us. This is the refund window: if the client cancels inside it, the commission is reversed and nothing is owed.
• Matured commission is paid monthly, by M-Pesa, to the number you have registered with us
• A minimum payout threshold applies. Anything below it carries forward to the next month rather than being lost.
• Your partner portal shows every client, every payment and exactly what you are owed at any time
• Where a refund happens after you have already been paid, the amount becomes a negative balance and is recovered from your next commission rather than demanded back
• The M-Pesa number commission is sent to is changed by WPfoss staff only, on request, so that a compromised account cannot redirect anyone's money

14.6 Registering a client

• Talk to a business first. You must register it in the partner portal as soon as it shows interest in a WPfoss service. That registration is what proves the client is yours.
• The first valid registration of an interested business holds it for 90 days, with one 30-day extension available
• If the business is already our client, or another partner registered it first, your registration is held for review. We will never tell you who else is involved, and we will never tell them about you.
• You may not register yourself, a business you own or control, or a member of your household, and claim commission on it
• Where attribution is disputed, WPfoss's decision is final

14.7 How you must conduct yourself

• Quote only the prices on our published price list. You may not invent prices, discounts or inclusions.
• You must never collect money from a client. Clients pay WPfoss directly, always.
• Do not promise timelines, features or outcomes we have not agreed to
• Do not use spam, unsolicited bulk SMS or WhatsApp broadcasts, or misleading advertising to find clients
• Do not bid on WPfoss brand terms in paid advertising, or register domains or social accounts using our name
• Use our name and logo only as we have provided them, and only to promote services you are authorised to sell

14.8 Prospect data

• Personal data about prospects and clients that you collect for the programme belongs to WPfoss and is processed under the Data Protection Act, 2019
• Enter it only through the partner portal. Do not keep your own copies, and do not share it with anyone else.
• You must have the person's consent before entering their details
• On leaving the programme you must delete any prospect or client data you still hold

14.9 Suspension and ending the partnership

• Either of us may end the partnership at any time, on written notice, without needing a reason
• We may suspend a partner account immediately where we suspect fraud, misrepresentation, spam, self-referral or a breach of this section, and we may withhold disputed commission while we investigate
• Commission already earned and matured on clients still paying is paid out after the partnership ends. Commission is not earned on clients won after it ends.
• Where a partnership is ended for fraud or a serious breach, unpaid commission on affected clients may be forfeited

15. Data Protection and Privacy

WP FOSS LIMITED complies with Kenya's Data Protection Act, 2019 and is registered with the Office of the Data Protection Commissioner as both a Data Controller and a Data Processor, under registration number 507-1539-1BAA. Separate certificates are held for each role.

• How we handle personal data is set out in our Privacy Policy, which forms part of these Terms
• We monitor how people use all of our websites, including the pages they visit and when they sign in, using our own records and tools such as Google Analytics and the Meta Pixel. The Privacy Policy lists every tool, what it records and how long we keep it. Cookies that are not needed for the site to work run only if you accept them in the cookie banner
• Where we process personal data on your behalf, we do so on your documented instructions and only for the purpose of delivering the service
• You are responsible for complying with data protection law for any data you collect through a website or system we build for you, including having a lawful basis and your own privacy notice
• We notify breaches in line with the timelines the law requires

16. Warranties and Disclaimers

• We warrant that we will perform our services with reasonable skill and care, by people competent to do the work
• We do not warrant that a website will be free of every defect, that it will rank in any particular position in search results, or that it will produce any particular commercial outcome
• Free tools on wpfoss.ke are provided as they are, for guidance, with no warranty of any kind
• Except as stated here, all other warranties are excluded to the fullest extent the law allows

17. Limitation of Liability

• Our total liability for any claim is capped at the fees you paid us for the service the claim relates to, in the 12 months before the claim arose
• We are not liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill or loss of anticipated savings
• We are not liable for failures caused by third-party services, or by events outside our control
• Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not permit us to limit

18. Indemnity

You will indemnify WPfoss against claims, losses and reasonable costs arising from your content, your use of our services, your breach of these Terms, or your breach of any law. Partners additionally indemnify us as described in section 14.3.

19. Termination

• Either party may terminate an engagement on 30 days' written notice
• Either party may terminate immediately where the other is in material breach and has not put it right within 14 days of being asked to
• Fees for work already completed remain payable
• On termination you keep ownership of your website and content, and lose access to proprietary WPfoss tools and to any licence we were paying for
• On request within 30 days of termination we will provide a copy of your data in a common format
• Sections on intellectual property, confidentiality, liability, indemnity and governing law survive termination

20. Dispute Resolution

• Raise a dispute first by writing to hello@wpfoss.ke. We will respond within 14 days and try to resolve it in good faith.
• If it is unresolved after 30 days, it goes to a single arbitrator appointed by agreement, or failing agreement by the Chartered Institute of Arbitrators (Kenya Branch)
• Arbitration is held in Nairobi, in English, and the award is final and binding
• Nothing here stops either party applying to a court for urgent interim relief

21. Governing Law

These Terms are governed by the laws of Kenya, and the courts of Kenya have jurisdiction subject to the arbitration clause above.

22. Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including cyberattacks, power or internet failure, natural disaster, epidemic, civil unrest, or government action. Payment obligations already due are not excused.

23. General

• Entire agreement: these Terms, together with any quotation or signed contract, are the whole agreement between us
• Severability: if any clause is unenforceable, the rest stands
• No waiver: not enforcing a right once does not waive it
• Assignment: you may not assign this agreement without our written consent. We may assign it as part of a transfer of our business.
• Notices: written notice may be given by email to the address each party last gave the other
• Changes: we may update these Terms and will post the new version here with its date. Where a change materially affects partners, we will give 30 days' notice. Continuing to use our services after a change means you accept it.

24. Contact