Terms of Service

1Introduction & Acceptance

Welcome to McDorcis Solutions Ltd ("McDorcis," "we," "us," or "our"). McDorcis Solutions is a Kenya-based company providing Business Process Outsourcing (BPO), IT Solutions, and AI-driven automation services to businesses worldwide.

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and McDorcis Solutions governing your access to and use of our services, platforms, deliverables, and related offerings.

By engaging our services, signing a Statement of Work (SOW), accessing our platforms, or otherwise indicating acceptance, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, you must not use our services. We reserve the right to update these Terms at any time. Material changes will be communicated via email or through our platform with at least 30 days' notice. Continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms.

2Definitions

The following terms shall have the meanings set forth below throughout these Terms of Service:

• "Client" refers to the individual, company, or legal entity that engages McDorcis Solutions for the provision of services, as identified in the applicable Statement of Work or service agreement.
• "Services" means any and all services provided by McDorcis Solutions to the Client, including but not limited to BPO operations, IT outsourcing, AI-driven automation, application development and maintenance, infrastructure management, technical support, and help desk services.
• "Deliverables" means all work products, software, reports, documentation, and other materials created by McDorcis Solutions in the performance of the Services, as specified in the applicable SOW.
• "Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
• "Personnel" means any employees, contractors, agents, or representatives of McDorcis Solutions assigned to perform Services for the Client.
• "SLA" (Service Level Agreement) means the documented performance targets, response times, uptime commitments, and service quality metrics agreed upon between McDorcis Solutions and the Client, as detailed in Section 8 or an applicable SOW.
• "SOW" (Statement of Work) means a written document executed by both parties that describes the specific Services, Deliverables, timelines, fees, and other terms applicable to a particular engagement.

3Services & Scope

McDorcis Solutions provides a comprehensive suite of BPO, IT, and AI-driven services designed to help businesses optimize operations, reduce costs, and scale effectively. Our core service offerings include:

• AI Solutions — Intelligent document processing, robotic process automation (RPA), predictive analytics, and AI-powered chatbot solutions.
• Application Development & Maintenance — Custom software development, application modernization, ongoing maintenance, and quality assurance.
• Business Process Outsourcing — Customer service and support, financial administration, compliance operations, and document processing.
• Infrastructure Management — Cloud infrastructure, network management, cybersecurity, and disaster recovery services.
• IT Solutions & Outsourcing — End-to-end IT outsourcing, managed services, and technology consulting.
• Technical Support & Help Desk — Multi-tier technical support, incident management, and user support services.
• HR & Talent Acquisition — Recruitment process outsourcing, talent market intelligence, and specialized banking and IT staffing.

The specific scope of Services to be provided to any Client shall be defined in a mutually executed Statement of Work (SOW) or service agreement. Each SOW may specify particular deliverables, milestones, timelines, and performance metrics applicable to the engagement. In the event of any conflict between these Terms and an SOW, the terms of the SOW shall prevail with respect to the specific engagement, except where these Terms expressly state otherwise.

McDorcis Solutions reserves the right to modify, enhance, or discontinue any service offering with reasonable notice to affected Clients. Any changes that materially affect an active SOW will be communicated to the Client and, where applicable, documented through an SOW amendment.

4Client Obligations

To enable McDorcis Solutions to deliver the Services effectively and in accordance with agreed timelines, the Client agrees to the following obligations:

• Access & Resources: Provide timely access to all systems, platforms, tools, environments, and resources reasonably required for McDorcis Solutions to perform the Services, including remote access credentials, VPN configurations, and necessary software licenses.
• Accurate Information: Furnish accurate, complete, and up-to-date information, data, and documentation necessary for the provision of the Services. The Client acknowledges that McDorcis Solutions shall not be liable for any delays or deficiencies resulting from incomplete or inaccurate information provided by the Client.
• Timely Feedback & Approvals: Respond to requests for feedback, review, and approval within the timeframes specified in the applicable SOW. Failure to provide timely feedback may result in project delays, and McDorcis Solutions shall not be held responsible for any resulting schedule slippage.
• Designated Point of Contact: Appoint a dedicated point of contact who is authorized to make decisions and provide approvals on behalf of the Client regarding the Services. The designated contact shall serve as the primary liaison between the Client and McDorcis Solutions.
• Compliance: Ensure that its use of the Services complies with all applicable laws, regulations, and industry standards. The Client shall not use the Services for any unlawful purpose or in any manner that could damage, disable, or impair McDorcis Solutions' systems or infrastructure.
• Security: Maintain reasonable security measures for any credentials, access tokens, or authentication mechanisms provided to the Client, and promptly notify McDorcis Solutions of any suspected unauthorized access or security breaches.

5Fees & Payment

Fees for the Services shall be as set forth in the applicable Statement of Work or service agreement. Unless otherwise specified:

• Invoicing: McDorcis Solutions shall issue invoices monthly in arrears, or as otherwise specified in the SOW. Each invoice will include a detailed breakdown of services rendered, hours worked (where applicable), and any approved expenses.
• Payment Terms: All invoices are due and payable within thirty (30) days of the invoice date (Net-30). Payment shall be made via electronic bank transfer to the account specified on the invoice, unless an alternative payment method has been agreed upon in writing.
• Late Payment: Any amounts not paid when due shall accrue interest at the rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment. McDorcis Solutions reserves the right to suspend Services if payment is overdue by more than fifteen (15) days, upon providing written notice to the Client.
• Currency: Unless otherwise specified in the SOW, all fees are denominated and payable in Kenyan Shillings (KES). For international clients, fees may be denominated in United States Dollars (USD) or other agreed-upon currencies as specified in the SOW.
• Taxes: All fees are exclusive of applicable taxes, including but not limited to Value Added Tax (VAT), withholding taxes, and any other government levies. The Client shall be responsible for all such taxes, except for taxes on McDorcis Solutions' net income.
• Expense Reimbursement: Any travel, accommodation, or other out-of-pocket expenses incurred by McDorcis Solutions in connection with the Services shall be reimbursed by the Client, provided that such expenses have been pre-approved in writing.

6Intellectual Property

Client-Owned Deliverables

Subject to full payment of all applicable fees, all Deliverables specifically created for the Client under an SOW shall be the exclusive property of the Client. McDorcis Solutions hereby assigns to the Client all right, title, and interest in and to such Deliverables, including all intellectual property rights therein, upon receipt of full payment.

McDorcis Pre-Existing IP

McDorcis Solutions retains all right, title, and interest in and to any pre-existing intellectual property, including but not limited to proprietary tools, frameworks, libraries, methodologies, processes, algorithms, and know-how ("McDorcis IP") that existed prior to the engagement or that are developed independently of any specific Client engagement.

License to Use

To the extent that any Deliverables incorporate or depend upon McDorcis IP, McDorcis Solutions grants the Client a non-exclusive, perpetual, royalty-free, worldwide license to use such McDorcis IP solely as embedded in or necessary for the use of the Deliverables. This license does not extend to stand-alone use, modification, or redistribution of McDorcis IP.

Client Materials

The Client retains all ownership of data, content, trademarks, and other materials provided to McDorcis Solutions for the purpose of performing the Services ("Client Materials"). The Client grants McDorcis Solutions a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services during the term of the engagement.

7Confidentiality & Data Protection

Confidentiality Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. These confidentiality obligations shall survive the termination or expiration of these Terms for a period of three (3) years.

Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the receiving party gives prompt notice to the disclosing party and cooperates in seeking a protective order.

Data Protection & Compliance

McDorcis Solutions is committed to protecting personal data in accordance with applicable data protection legislation, including but not limited to the Kenya Data Protection Act, 2019 (DPA) and the European Union General Data Protection Regulation (GDPR), where applicable. We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.

Data Processing

Where McDorcis Solutions processes personal data on behalf of the Client, the parties shall enter into a Data Processing Agreement (DPA) that sets out the scope, nature, and purpose of processing, the types of personal data, and the categories of data subjects. McDorcis Solutions shall process personal data only in accordance with the Client's documented instructions and applicable law.

Breach Notification

In the event of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, McDorcis Solutions shall notify the Client without undue delay and no later than 72 hours after becoming aware of the breach. The notification shall include the nature of the breach, the categories and approximate number of data subjects affected, and the measures taken or proposed to address the breach.

8Service Level Agreements

McDorcis Solutions is committed to delivering high-quality services that meet or exceed industry standards. The following baseline service levels apply to all engagements unless otherwise specified in an SOW:

Uptime & Availability

• Managed infrastructure and hosted applications: 99.9% monthly uptime target, excluding scheduled maintenance windows.
• Scheduled maintenance will be communicated at least 48 hours in advance and, where possible, performed during off-peak hours.

Response Times

• Critical (P1): System down or major business impact — initial response within 1 hour, continuous effort until resolution.
• High (P2): Significant degradation — initial response within 4 hours, resolution target within 8 business hours.
• Medium (P3): Moderate impact — initial response within 8 business hours, resolution target within 2 business days.
• Low (P4): Minor issue or request — initial response within 1 business day, resolution target within 5 business days.

Escalation

Incidents that are not resolved within the target response or resolution time will be automatically escalated to senior technical staff and management. Clients may also request manual escalation at any time by contacting their designated account manager.

Service Credits

If McDorcis Solutions fails to meet the agreed uptime target in any given month, the Client shall be entitled to service credits as follows: 99.0%–99.9% uptime: 5% credit on monthly fees; 95.0%–98.9% uptime: 10% credit on monthly fees; below 95.0% uptime: 25% credit on monthly fees. Service credits are the Client's sole and exclusive remedy for SLA breaches and shall be applied to the next invoice. Credits must be claimed in writing within 30 days of the applicable month.

9Limitation of Liability

Liability Cap

To the maximum extent permitted by applicable law, the total aggregate liability of McDorcis Solutions for any and all claims arising out of or in connection with these Terms or any SOW shall not exceed the total fees paid by the Client to McDorcis Solutions during the twelve (12) month period immediately preceding the event giving rise to the claim.

Exclusion of Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or costs of procurement of substitute services, regardless of the cause of action or theory of liability, even if such party has been advised of the possibility of such damages.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, power outages, telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to mitigate its impact and resume performance.

10Term & Termination

Initial Term

These Terms are effective from the date of acceptance and shall remain in effect for the duration specified in the applicable SOW. Where no specific term is stated, the initial term shall be twelve (12) months from the date of the first SOW executed between the parties.

Renewal

Unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term, the agreement shall automatically renew for successive twelve (12) month periods under the same terms and conditions.

Termination for Convenience

Either party may terminate these Terms or any SOW for convenience by providing at least thirty (30) days' prior written notice to the other party. In such event, the Client shall pay for all Services rendered and approved expenses incurred up to the effective date of termination.

Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if the other party: (a) commits a material breach of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets; or (c) ceases to conduct business in the ordinary course.

Transition Assistance

Upon termination or expiration of these Terms, McDorcis Solutions shall provide reasonable transition assistance for a period of up to ninety (90) days, at the Client's request and expense, to facilitate the orderly transfer of Services to the Client or a successor provider. Transition assistance includes knowledge transfer, data migration, and documentation handover.

11Warranties & Disclaimers

Service Warranty

McDorcis Solutions warrants that the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards and practices. If the Client notifies McDorcis Solutions in writing within thirty (30) days of delivery that any Deliverable does not materially conform to the specifications set forth in the applicable SOW, McDorcis Solutions shall, at its own expense, re-perform the affected Services or correct the non-conformity.

No Warranty of Error-Free Performance

The Client acknowledges that software, AI models, and technology solutions are inherently complex and may contain bugs, errors, or imperfections. McDorcis Solutions does not warrant that the Services or Deliverables will be entirely error-free, uninterrupted, or free of security vulnerabilities. McDorcis Solutions shall use commercially reasonable efforts to identify and resolve defects in a timely manner.

Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, MCDORCIS SOLUTIONS MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MCDORCIS SOLUTIONS DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S SPECIFIC REQUIREMENTS UNLESS SUCH REQUIREMENTS ARE EXPRESSLY SET FORTH IN AN SOW.

12Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles.

Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the breach thereof, the parties shall first attempt to resolve the dispute through good-faith negotiations between senior executives of each party. Such negotiations shall commence within ten (10) business days of written notice from either party identifying the dispute and shall continue for a period of not less than thirty (30) days.

Mediation

If the dispute is not resolved through negotiation within the specified period, the parties agree to submit the dispute to mediation administered by an independent mediator mutually agreed upon by the parties. The mediation shall take place in Nairobi, Kenya, and the costs of mediation shall be shared equally between the parties.

Arbitration

If the dispute is not resolved through mediation within sixty (60) days of the commencement of mediation, either party may submit the dispute to binding arbitration conducted in accordance with the Kenyan Arbitration Act, 1995. The arbitration shall be conducted by a single arbitrator in Nairobi, Kenya. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of confidentiality or intellectual property obligations.

13General Provisions

• Entire Agreement: These Terms, together with all SOWs and any applicable DPAs, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, negotiations, representations, and understandings, whether written or oral.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.
• Assignment: Neither party may assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.
• Notices: All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when sent by email with confirmed receipt, or when delivered by a recognized overnight courier service to the addresses specified in the applicable SOW.
• Amendments: These Terms may be amended only by a written instrument executed by authorized representatives of both parties, or by McDorcis Solutions providing at least thirty (30) days' notice of updated Terms as described in Section 1.
• Waiver: No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No single or partial exercise of any right shall preclude any other or further exercise of that right or any other right under these Terms.
• Independent Contractors: The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. McDorcis Solutions Personnel are not employees of the Client.
• Survival: Any provisions of these Terms that by their nature should survive termination or expiration, including but not limited to Sections 6 (Intellectual Property), 7 (Confidentiality), 9 (Limitation of Liability), and 12 (Dispute Resolution), shall survive and remain in full force and effect.