Terms of Service & Master Services Agreement

These Terms of Service ("Agreement") constitute a legally binding contractual master agreement between Cyril Musila Creatives ("Architect", "Studio", "We", or "Us") and the client individual or corporate entity ("Client", "You") commissioning custom web engineering, payment integration, turnkey SaaS products, or technical consultancy services.

By executing a Statement of Work (SOW), issuing a purchase order, submitting initial retainer deposits, or purchasing digital licensing rights through our catalog, the Client unequivocally agrees to be bound by every provision contained herein.

All custom engagements are managed under agile, high-throughput milestone sprint cycles. Each project milestone incorporates explicit architectural deliverables:

• Sprint Zero & Discovery: Architectural wireframing, schema specification, database entity-relationship diagrams (ERDs), API schema contracts, and milestone timelines.
• Production Sprint Execution: Frontend user interfaces (React, Next.js, Vue), backend API microservices (Node.js, Go, Python FastAPI), relational data schemas (PostgreSQL, MySQL), and asynchronous queues.
• Quality Assurance & Security: Automated unit tests, end-to-end integration flows, payment webhooks hardening (HMAC-SHA256 signature verification), and Core Web Vitals optimization.

Scope adjustments requested following Sprint Zero sign-off are evaluated under formal Engineering Change Orders (ECO) with adjusted timeline and budget allocations.

We believe in absolute intellectual property freedom for our enterprise and startup clients:

• Full Code Ownership Transfer: Upon receipt of 100% final milestone payment for a commissioned custom build, all customized bespoke source code, database migrations, styling assets, and architectural documentation transfer unconditionally to the Client.
• Pre-Existing Frameworks & Open Source: Standard third-party libraries (e.g. React, TailwindCSS, Lucide Icons, Vite) remain licensed under their respective MIT/Apache licenses.
• Turnkey SaaS Licensing: For pre-built software suites purchased off-the-shelf from our catalog, the Client receives an irrevocable, royalty-free, perpetual commercial deployment license for the specified domain or enterprise organization.

Invoices are generated electronically in Kenya Shillings (KES) or United States Dollars (USD) pursuant to Kenyan Tax Procedures and KRA eTIMS statutory regulations.

Accepted payment rails include Safaricom Daraja M-Pesa Till/Paybill, RTGS Bank Wire Transfers, Pesalink, and international multi-currency SWIFT transfers. Withholding Tax (WHT) of 5% applies to Kenyan corporate entities where appropriate statutory exemptions or deductions are mandated by KRA.

Upon deployment of each milestone build to our dedicated private staging server, the Client is granted a ten (10) business day UAT (User Acceptance Testing) inspection window.

Any reproducible functional deviations from agreed architectural specifications submitted within this period will be rectified at zero additional charge. If no written defects are logged within the inspection window, milestone acceptance is deemed granted by operation of contract.

Both parties agree to hold all proprietary trade secrets, user data, financial metrics, database schemas, and commercial strategies in strict confidence. We routinely sign reciprocal Non-Disclosure Agreements (NDAs) prior to architectural reviews.

Cyril Musila Creatives reserves the right to showcase non-confidential visual interfaces, high-level case study summaries, and performance benchmarks in our portfolio, unless the Client has executed an explicit Private Label / White-Label Exclusivity addendum.

We provide a thirty (30) day post-launch warranty covering critical bug fixes, regression patches, and server environment stability checks for all production systems deployed by our team.

In no event shall Cyril Musila Creatives or its contractors be liable for indirect, punitive, or consequential damages arising from third-party hosting downtime, cloud provider outages, upstream telecom API failures (e.g. telecom downtime affecting Safaricom Daraja), or unapproved modifications introduced by third-party developers.

Either party may terminate an ongoing engagement upon fourteen (14) calendar days written notice. In the event of early termination, the Client remains responsible for billable sprint deliverables accrued up to the termination effective date, and all completed work-in-progress code will be packaged and delivered.

This Agreement is governed by the laws of the Republic of Kenya. Any unresolved disputes arising hereunder shall be submitted to confidential binding arbitration at the Nairobi Centre for International Arbitration (NCIA).