Terms & Conditions

1. Company Information

These Terms are entered into between you ("Client") and WP FOSS LLC, a limited liability company registered in the State of Delaware, United States of America.

• Registered Address: 8 The Green, Suite B, Dover, DE 19901, USA
• Operations: 4th Floor, Laiboni Centre, Nairobi, Kenya
• Email: hello@wpfoss.com
• Phone: +254 709 384 200

2. Services

WP FOSS LLC provides the following services:

• Digital Marketing — SEO, paid advertising (Google Ads, Meta Ads, LinkedIn Ads)
• AI Setup and AI-Powered Marketing Automation
• Marketing Analytics — GA4 setup, dashboards, attribution reporting
• Workflow and Business Automation — n8n, Make, Zapier
• AI Agents and Custom Systems — chatbots, CRM AI integration
• Google Workspace Solutions — setup, migration, Gemini AI integration

Specific services, deliverables, and timelines will be defined in individual project proposals or service agreements.

3. Payment Terms

• All fees are invoiced in United States Dollars (USD) unless otherwise agreed in writing
• Standard payment terms are Net-15 from the date of invoice
• Late payments beyond the due date may incur a 1.5% monthly late payment fee on the outstanding balance
• WP FOSS LLC reserves the right to pause or suspend services on accounts with overdue balances
• Disputed invoices must be raised in writing within 7 days of the invoice date

4. Intellectual Property

• Client Ownership: Upon receipt of full payment, the Client owns all custom deliverables created specifically for their project
• WPfoss Pre-existing IP: WP FOSS LLC retains ownership of all pre-existing tools, frameworks, templates, methodologies, and proprietary systems used in delivery
• Third-party software, plugins, and platforms remain subject to their respective license agreements
• WP FOSS LLC may reference completed work in its portfolio unless the Client requests confidentiality in writing

5. Client Responsibilities

• Provide accurate and complete information necessary to deliver the services
• Grant timely access to required platforms, accounts, and materials
• Ensure all content provided is lawful and does not infringe on third-party rights
• Respond to communications and approve deliverables within agreed timeframes
• Use services responsibly and in compliance with applicable laws

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This obligation survives termination of the agreement.

• WP FOSS LLC will not disclose Client business strategies, data, or financials to third parties without consent
• The Client will not disclose WP FOSS LLC's proprietary processes, pricing structures, or internal methodologies

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• WP FOSS LLC's total liability to the Client shall not exceed the total fees paid by the Client in the three (3) months preceding the claim
• WP FOSS LLC is not liable for indirect, incidental, consequential, or punitive damages
• WP FOSS LLC is not responsible for failures or disruptions caused by third-party platforms (Google, Meta, Calendly, etc.)
• The Client shall indemnify WP FOSS LLC against claims arising from the Client's misuse of delivered services

8. Termination

• Either party may terminate a service engagement with 30 days' written notice
• Fees for work completed up to the termination date remain payable
• WP FOSS LLC may terminate immediately if the Client breaches these Terms or fails to pay after 30 days of an overdue invoice
• Upon termination, the Client retains ownership of paid deliverables and loses access to any WPfoss-hosted tools

9. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

10. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or the services provided:

• The parties agree to first attempt resolution through good-faith negotiation
• If unresolved within 30 days, disputes shall be submitted to binding arbitration in the State of Delaware under the rules of the American Arbitration Association (AAA)
• The language of arbitration shall be English
• Each party shall bear its own arbitration costs unless the arbitrator determines otherwise

11. Force Majeure

WP FOSS LLC is not liable for delays or failures caused by circumstances beyond our reasonable control, including but not limited to cyberattacks, power outages, natural disasters, internet service disruptions, or government actions.

12. Changes to These Terms

We may update these Terms from time to time. We will notify active clients of material changes via email. Continued use of our services after changes are posted constitutes acceptance of the updated Terms.