Terms and Conditions

Effective Date: May 2026

These Terms & Conditions are general terms that apply to your use of the Adroit Gate Solutions website and to our business relationship with you as a prospective or existing client. They do not, by themselves, constitute a contract for any specific project. Any specific Scope of Work — including Technology Consulting, Software as a Service, Web & App Development, or Support & Managed Services engagements delivered on a bespoke basis — requires a separate, signed Service Agreement / Statement of Work, as described in Section 6 below. Fixed-scope products and services purchased directly through our online Shop are instead governed by Section 7 (Shop Purchases and Orders) below, and do not require a separately signed Service Agreement or Statement of Work unless the relevant product listing expressly says otherwise. These Terms & Conditions also form part of, and should be read together with, our Card Acceptance Policy and our Refund & Cancellation Policy.

1. Introduction and Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of the website located at www.adroitgate.com (the “Site”), and your general dealings with Adroit Gate Solutions, a company providing information technology consulting, cloud and Software as a Service (SaaS) solutions, web and app development, and IT support and managed services (“Adroit,” “we,” “us,” or “our”).

By accessing or using the Site, submitting an enquiry, requesting a quote, placing an Order through our Shop, or otherwise engaging with us, you (“you,” “your,” the “User,” or the “Client”) confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree with these Terms, please discontinue use of the Site and refrain from engaging our services.

If you are entering into these Terms on behalf of a company, organisation, or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity.

2. Definitions

• “Services” means the technology consulting, SaaS, web and app development, support and managed services, and any other services described on the Site or otherwise offered by Adroit, whether delivered as a bespoke engagement under Section 6 or as a fixed-scope product purchased through the Shop under Section 7.
• “Content” means all text, graphics, logos, software, designs, images, videos, and other material made available on or through the Site.
• “Service Agreement” or “Statement of Work (SOW)” means a separate, project-specific written agreement entered into and signed by both parties that sets out the detailed scope, deliverables, timelines, fees, and specific terms for a particular bespoke engagement.
• “Shop” means the online store located at www.adroitgate.com/shop (and its cart and checkout pages), through which Adroit offers certain pre-defined, fixed-scope Services for direct purchase.
• “Order” means a purchase of one or more items from the Shop placed and paid for by a Client through the Site’s cart and checkout functionality.
• “Digital Service” means any Service purchased through the Shop that is delivered electronically or performed remotely rather than through the shipment of physical goods, which, for clarity, includes all products currently offered in the Shop.
• “Confidential Information” has the meaning given in Section 10.

3. About These General Terms

Adroit offers a range of services on an engagement-by-engagement basis. Because the nature, deliverables, duration, fees, service levels, and risk profile of each engagement differ significantly — for example, a short technology consulting session compared to a multi-month software development project or an ongoing managed services contract — these Terms are intentionally general in nature. They establish the baseline rules that apply to everyone who visits the Site or engages with Adroit, and they operate alongside (not instead of) any project-specific agreement described in Section 6, or any Order placed through the Shop as described in Section 7.

4. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into binding agreements to use the Site, place an Order, or engage our Services. By using the Site, you represent and warrant that you meet these requirements.

5. Our Services

Adroit provides IT-related services, including but not limited to:

• Technology Consulting — advisory services relating to IT strategy, systems architecture, and technology decision-making;
• Software as a Service (SaaS) — access to cloud-hosted software tools and platforms;
• Web & App Development — design, development, and deployment of websites and applications;
• Support & Managed Services — ongoing monitoring, maintenance, and technical support of client systems.

Certain Services are also offered as pre-defined, fixed-scope, fixed-price products that may be purchased directly through the Shop without a bespoke engagement process; these are governed by Section 7 below. Descriptions of our Services on the Site are otherwise provided for general informational purposes only and do not constitute a binding offer, quotation, or guarantee of availability, features, pricing, or outcomes for any specific bespoke engagement.

6. Scope of Work and Separate Agreements

6.1 These Terms are general in nature and apply to your use of the Site and to our general business relationship. They do not authorise, define, or govern the performance of any specific bespoke project, deliverable, subscription, or paid engagement.

6.2 Before any specific bespoke work begins — whether consulting, SaaS provisioning, web/app development, managed services, or any other project not purchased as a fixed-scope Shop product — Adroit and the Client shall enter into a separate, mutually signed Service Agreement or Statement of Work. That document shall set out, at a minimum: the specific scope and deliverables; project timelines and milestones; fees, invoicing schedule, and payment terms; service levels and support commitments (where applicable); intellectual property ownership or licensing arrangements specific to the engagement; and any additional warranties, liabilities, or terms specific to that engagement.

6.3 In the event of any conflict or inconsistency between these Terms and a signed Service Agreement or Statement of Work, the terms of the signed Service Agreement or Statement of Work shall prevail with respect to that specific engagement. These Terms shall continue to apply to matters not expressly addressed in the Service Agreement or Statement of Work, and to your general use of the Site.

6.4 No bespoke Services will be performed, and no obligation to perform bespoke Services will arise, on the basis of these Terms alone, a quotation, an email exchange, or verbal discussion. A quotation or proposal for a bespoke engagement becomes binding only once reflected in a signed Service Agreement or Statement of Work, or otherwise confirmed in writing by an authorised representative of Adroit.

6.5 Shop Purchases Excepted. Sections 6.1 to 6.4 govern bespoke, custom, or negotiated engagements only and do not apply to Orders placed through the Shop. Orders are instead governed by Section 7 below and, unless the relevant product listing expressly states otherwise, do not require a separately signed Service Agreement or Statement of Work in order for a binding contract to arise.

7. Shop Purchases and Orders

7.1 Nature of Shop Products. The Shop offers certain Services as pre-defined, fixed-scope Digital Services at listed prices, intended for direct purchase without the negotiation process described in Section 6. Each product listing describes the scope, deliverables, and (where applicable) turnaround time included at the listed price.

7.2 Formation of Contract. Adding an item to your cart does not reserve it and is not an offer capable of acceptance by Adroit. Placing an Order and completing payment through checkout constitutes an offer by you to purchase the listed item on these Terms. A binding contract is formed, and these Terms (together with the applicable product listing) become binding on both parties, upon the earlier of: (a) Adroit sending an order confirmation to the email address provided; or (b) Adroit commencing performance of the ordered Service. Adroit reserves the right to decline, cancel, or refund an Order before performance begins — for example, where a listing contains a pricing or description error, where the item is unavailable, or where fraud or misuse is suspected — in which case any amount paid will be refunded.

7.3 Pricing, Currency, and Taxes. Unless a product listing states otherwise, prices displayed in the Shop are quoted in the currency shown at checkout and, once an Order is successfully placed and paid for, are binding for that Order (as distinct from the indicative quotations described in Section 8, which apply to bespoke engagements). Adroit is not bound to honour an Order placed at an obvious pricing or typographical error and may cancel and refund such an Order. Unless stated otherwise on the product listing or at checkout, prices are exclusive of applicable value-added tax, duties, and levies, which will be added at checkout or otherwise borne by the Client. Any promotion or discount applied in the Shop applies only for the period and on the conditions stated at the time and does not apply retroactively to Orders already placed.

7.4 Scope Limitations. Shop products are fixed in scope as described on the relevant product listing. Any work, deliverables, or requirements outside that stated scope are not included in the Order price and must be agreed separately, whether by way of an additional Order, a change request confirmed in writing, or a Service Agreement or Statement of Work under Section 6.

7.5 Delivery and Provisioning of Digital Services. Because Shop products are Digital Services rather than physical goods, “delivery” means the performance, provisioning, or handover of the relevant service or deliverable (for example, access credentials, a completed report, a configured system, or a scheduled consulting session), rather than shipment. Any turnaround time or delivery window shown on a listing is an estimate only, unless expressly described as guaranteed, and runs from the point Adroit has received all information, access, and materials reasonably required from the Client to begin work. Where a product requires the Client to supply information, access, or content, Adroit will confirm what is needed after the Order is placed, and delay in providing this may delay delivery without giving rise to any liability on Adroit’s part.

7.6 Cancellation Before Performance Begins. The Client may request to cancel an Order at any time before Adroit has commenced performance of the relevant Service, by contacting Adroit using the details in Section 26. Where performance has not begun, Adroit will cancel the Order and refund any amount paid in full.

7.7 Cancellation and Withdrawal Once Performance Begins. Because Shop products are services that are typically performed, personalised, or consumed as they are delivered, once the Client expressly requests that Adroit begin performance and Adroit does so, the Client acknowledges and agrees that it loses any general statutory right of withdrawal or “cooling-off” period that might otherwise apply under applicable consumer protection law, to the extent permitted by that law. By placing an Order, the Client expressly consents to performance beginning before expiry of any such period and acknowledges this consequence. This clause does not affect any statutory right that cannot lawfully be excluded, nor does it limit the Client’s rights under clause 7.9 (Refunds) in respect of a Service that is defective or not as described.

7.8 Recurring and Variable Products. Certain Shop products (such as managed support or website care plans) are offered on a subscription or recurring-fee basis, or with selectable variants and price ranges. For such products: the selected plan will automatically renew and be billed at the then-current listed price at the start of each billing period, unless cancelled before the renewal date; the Client may cancel at any time by giving notice in accordance with the notice period set out in the Refund & Cancellation Policy or on the product listing, with cancellation taking effect at the end of the then-current billing period unless stated otherwise; Adroit may change the price or scope of a recurring plan for future billing periods on reasonable advance notice, and continued use after such notice constitutes acceptance of the change; and fees already charged for a billing period that has begun are not refundable on cancellation, except as set out in the Refund & Cancellation Policy.

7.9 Refunds. Refunds, cancellations after performance has begun, and remedies for a defective or non-conforming Service are governed by the Refund & Cancellation Policy, which forms part of these Terms by reference. In general, amounts paid for work not yet performed are refundable on request, while amounts corresponding to work already performed are non-refundable except where the Service delivered was materially defective or did not match its product listing, in which case Adroit will, at its option, correct the issue or refund the affected portion. Approved refunds are made to the original payment method used at checkout.

7.10 Application of These Terms. Except as expressly varied in this Section 7, all other provisions of these Terms — including those relating to intellectual property, confidentiality, data protection, warranties, limitation of liability, and indemnification — apply to Orders and Shop products in the same way they apply to any other Service.

8. Quotes, Fees, and Payment

This Section applies to indicative quotations and invoiced fees for bespoke engagements entered into under Section 6. For pricing and payment relating to Shop Orders, see Section 7 above.

Any pricing, estimates, or quotations provided via the Site, by email, or in preliminary discussions for a bespoke engagement are indicative only and subject to change until confirmed in a signed Service Agreement or Statement of Work. Applicable fees, invoicing frequency, accepted payment methods, and currency will be specified in the relevant Service Agreement or Statement of Work, or on invoices issued to you.

Payment card acceptance is governed by our Card Acceptance Policy, and cancellations and refunds are governed by our Refund & Cancellation Policy, both available on the Site and incorporated into these Terms by reference where applicable to a transaction.

Unless otherwise agreed in writing, fees are exclusive of applicable taxes, duties, and levies, which shall be borne by the Client. Late payments may attract interest and/or suspension of Services, as further detailed in the applicable Service Agreement.

9. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• provide accurate, current, and complete information when requesting a quote, placing an Order, engaging our Services, or communicating with us;
• provide timely access to systems, personnel, data, and materials reasonably required for us to perform the Services;
• obtain and maintain any third-party licences, consents, or approvals necessary for us to perform the Services on your systems or data;
• use the Site and our Services only for lawful purposes and in accordance with these Terms; and
• maintain the confidentiality of any account credentials, access tokens, or login information issued to you.

10. Intellectual Property

Unless otherwise agreed in a Service Agreement or Statement of Work, or stated on a product listing, all Content on the Site — including the Adroit name, logo, trademarks, graphics, and underlying software — is owned by or licensed to Adroit and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works from the Content without our prior written consent, except as necessary to view and use the Site for its intended purpose.

Ownership and licensing of deliverables created for a Client under a specific engagement or Shop Order (for example, custom software, websites, applications, or written reports) will be addressed in the relevant Service Agreement, Statement of Work, or product listing. In the absence of such agreement, Adroit retains ownership of all pre-existing tools, frameworks, methodologies, and know-how used in delivering the Services.

11. Confidentiality

Each party may, in the course of the relationship, disclose to the other non-public business, technical, or financial information (“Confidential Information”). Each party agrees to use the other party’s Confidential Information solely for the purpose of evaluating or performing the relevant engagement or Order, and to protect it using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care. This obligation survives any termination of the relationship and remains subject to any additional or more specific confidentiality terms set out in a Service Agreement or Statement of Work.

12. Data Protection and Privacy

We process personal data collected through the Site, the Shop, and in the course of our business relationship in accordance with our Privacy Policy and applicable data protection laws. Zambia’s Data Protection Act No. 3 of 2021 applies as our primary data protection framework. Where an engagement, Order, Client, or data subject is connected to Kenya or Rwanda, we also comply with Kenya’s Data Protection Act, 2019, and Rwanda’s Law No. 058/2021 of 13 October 2021 Relating to the Protection of Personal Data and Privacy, as applicable to that engagement. Where a specific engagement involves processing of Client or third-party personal data on a larger scale, the parties may enter into a separate data processing agreement as part of the relevant Service Agreement.

13. Service Availability and Support

We aim to keep the Site, the Shop, and any SaaS platforms we operate available and functioning correctly, but we do not guarantee uninterrupted or error-free operation. The Site and general information on it are provided on an “as is” and “as available” basis. Specific uptime commitments, response times, and support levels (if any) apply only where expressly set out in a signed Service Agreement, Statement of Work, or Shop product listing, such as a support and managed services contract or plan.

14. Acceptable Use

When using the Site, you agree not to:

• use the Site in any way that violates applicable law or regulation;
• attempt to gain unauthorised access to our systems, networks, or data, or those of other users;
• introduce viruses, malware, or other harmful code;
• scrape, harvest, or misuse data from the Site; or
• impersonate any person or entity, or misrepresent your affiliation with any person or entity.

We reserve the right to restrict or terminate your access to the Site, including the Shop, if we reasonably believe you have violated these Terms.

15. Third-Party Links and Services

The Site may contain links to third-party websites or services that are not owned or controlled by Adroit. We are not responsible for the content, policies, or practices of any third-party websites or services, and inclusion of such links does not imply endorsement. This includes third-party payment processors used to handle card transactions and Shop checkout, as further described in our Card Acceptance Policy.

16. Warranties and Disclaimers

Except as expressly set out in a signed Service Agreement, Statement of Work, or Shop product listing, the Site and general information provided on it are made available without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of content. We do not warrant that the Site will be uninterrupted, timely, secure, or error-free.

Nothing in this Section limits or excludes any warranty that cannot lawfully be excluded under applicable law, or any warranty expressly given under a Service Agreement, Statement of Work, or product listing.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Adroit shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the Site, an Order, or these Terms, even if advised of the possibility of such damages.

Our aggregate liability arising out of or relating to the Site, an Order, and these Terms shall not exceed the amount paid by you to Adroit for the relevant Order, or, where no Order is involved, in the twelve (12) months preceding the event giving rise to the claim, unless a higher or different liability cap is expressly agreed in a signed Service Agreement or Statement of Work for a specific engagement, in which case that cap shall apply to that engagement.

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for death, personal injury, or fraud caused by our negligence.

18. Indemnification

You agree to indemnify and hold harmless Adroit, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or connected with your breach of these Terms, your misuse of the Site or Shop, or your violation of any applicable law or third-party right.

19. Term and Termination

These Terms remain in effect for as long as you access or use the Site. We may suspend or terminate your access to the Site or Shop at any time, with or without notice, if we reasonably believe you have breached these Terms or engaged in unlawful or harmful conduct. Termination of a specific bespoke engagement is governed by the termination provisions in the applicable Service Agreement or Statement of Work; cancellation of an Order is governed by Section 7 and the Refund & Cancellation Policy.

20. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government action, power or internet outages, or failures of third-party service providers.

21. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of Zambia, as our primary governing law without regard to conflict-of-law principles. Where a specific engagement or Order is performed in, or a Service Agreement or Statement of Work expressly specifies, Kenya or Rwanda, the laws of the Republic of Kenya or the Republic of Rwanda (as applicable) shall apply to that engagement on a secondary basis, in place of Zambian law, to the extent expressly agreed.

The parties shall first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If a dispute cannot be resolved amicably within thirty (30) days, it shall be subject to the exclusive jurisdiction of the courts of Lusaka, Zambia, as the primary forum, unless the engagement or Order giving rise to the dispute was performed in Kenya or Rwanda, in which case the courts of Nairobi, Kenya, or Kigali, Rwanda (as applicale) shall serve as the secondary forum, or unless otherwise agreed in writing, including in a Service Agreement or Statement of Work that specifies an alternative dispute resolution mechanism (such as arbitration or mediation) or forum.

22. Changes to These Terms

We may update these Terms from time to time to reflect changes in our practices, services, or applicable law. The “Last Updated” date at the top of this page indicates when these Terms were last revised. Material changes will be posted on the Site, and your continued use of the Site after such changes constitutes acceptance of the revised Terms. Changes to these general Terms do not affect the terms of any Service Agreement, Statement of Work, or completed Order, unless expressly agreed by both parties.

23. Severability

If any provision of these Terms is found to be invalid, illegal, 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.

24. Entire Agreement

These Terms, together with our Privacy Policy, Card Acceptance Policy, and Refund & Cancellation Policy, constitute the entire agreement between you and Adroit regarding your general use of the Site and any Order placed through the Shop. For any specific bespoke engagement, the applicable signed Service Agreement or Statement of Work, together with these Terms to the extent not superseded, constitutes the entire agreement between the parties with respect to that engagement, and supersedes all prior discussions, proposals, or understandings relating to it.

25. Notices

Any notice required or permitted under these Terms shall be delivered in writing to the contact details set out in Section 26, or to such other address as either party may designate in writing.

26. Contact Us

If you have questions about these Terms, please contact us:

• Email:
• Nairobi Office: 2nd Floor, 90 James Gichuru Road, Lavington, Nairobi, Kenya — +254 113 141 613
• Kigali Office: Imizi Workspace, KN 80 St, Nyarugenge, Kigali, Rwanda — +250 785 843 085
• Lusaka Office: Room 227, 2nd Floor, Goldman House, Great East Road, Lusaka, Zambia — +260 760 139 408