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General Terms and Conditions of Sale


ARAKA Limited – Last update: [11-08-2025]

1. Purpose and Contractual Scope 

These Terms and Conditions of Sale ("Terms") govern the contractual relationship between ARAKA Limited and any Client ("the Client") who engages ARAKA for its services. Acceptance of any quotation, proposal, or invoice from ARAKA implies full acceptance of these Terms.

  • Digital transformation consulting,
  • ERP implementation and customization (notably Odoo),
  • Custom application development,
  • End-user training,
  • Technical support and maintenance.

2. Scope

These Terms apply to all service orders unless otherwise agreed in writing. Confirmation of an order implies full acceptance of these Terms and Conditions.

3. Orders and Quotes

Each service is subject to a signed quote or commercial proposal specifying the scope, pricing, timeline, and conditions. The order becomes binding upon written approval (signature or confirmation email).

4. Pricing and Payment Terms

All prices are expressed in [RWF/USD/EUR] excluding VAT.

  • Invoices are payable immediately, unless otherwise indicated on the invoice or order.
  • In case of non-payment by the due date, ARAKA reserves the right to request a fixed interest payment of 15% of the outstanding amount.
  • ARAKA may suspend any ongoing service without prior notice in case of late payment.

5. Client Responsibilities

The Client agrees to provide all necessary access, data, approvals, and support required for service execution. Delays or omissions may affect timelines and generate additional costs.

6. Deadlines

Timelines provided are indicative and depend on Client collaboration. No delay shall justify cancellation or penalty unless contractually agreed upon.

7. Intellectual Property

The Client is granted a non-exclusive, non-transferable internal-use license, unless otherwise agreed in writing. Unless expressly agreed otherwise in writing, all deliverables, source code, documentation, and tools developed by ARAKA shall remain its exclusive and perpetual intellectual property, regardless of the Client’s level of involvement or funding. The Client is granted a non-exclusive, non-transferable right to use the deliverables solely for its internal operations.

8. Confidentiality

Definition: “Confidential Information” includes all information disclosed orally or in writing, marked as confidential, or that should reasonably be understood to be confidential, including business, technical, or customer data.

Obligations: The Receiving Party shall use the same care to protect Confidential Information as it uses to protect its own, and not less than reasonable care.

Disclosure: The Receiving Party may disclose Confidential Information if required by law, provided it gives prior notice to the Disclosing Party where permitted.

9. Reasonable Commercial Efforts

ARAKA shall use reasonable commercial efforts and apply all necessary professional skills, resources, and diligence to perform the services in accordance with industry standards. While ARAKA does not guarantee specific business results, it commits to delivering a functioning and operational solution in line with the agreed scope, and within the time and/or service package purchased by the Client, as specified in the signed order or project plan

10. Non-Solicitation of Personnel

Unless otherwise agreed in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee involved in delivering or receiving the services, during the contract and for 12 months after its termination.

In case of breach resulting in the employee’s departure, the breaching party shall pay a fixed indemnity of EUR 30,000.00, without prejudice to additional remedies.

11. Liability

ARAKA’s liability is limited to the amount actually paid by the Client for the concerned service. ARAKA shall not be held liable for indirect damages, loss of data, or misuse of the tools provided.

12. Withholding Tax

The Client shall be responsible for paying any withholding tax or similar tax obligations to their local tax authority in accordance with applicable laws. Under no circumstances shall such tax obligations reduce the amount payable to Araka Limited. If the Client is legally required to withhold any amount from the payment to Araka Limited, the Client shall increase (“gross-up”) the payment so that the net amount received by Araka Limited is exactly equal to the invoiced amount. This obligation applies regardless of the Client’s local tax regulations or payment arrangements.

13. Bank Charges

All bank charges, transfer fees, and currency conversion costs are solely borne by the Client, in line with international accounting practices. The net amount received by Araka Limited must exactly match the invoiced amount, without any deductions due to bank or transfer fees.

14. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by an event beyond the reasonable control of that Party, including but not limited to political crisis, war, acts of terrorism, pandemics, natural disasters, network outages, or government actions (“Force Majeure Event”). If a Force Majeure Event prevents the performance of contractual obligations for a continuous period exceeding sixty (60) calendar days, either Party may terminate the affected order or the Agreement by providing written notice to the other Party, without incurring liability for such termination.

15. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Rwanda. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first seek to resolve the matter amicably through good-faith negotiations. If the Parties are unable to resolve the dispute within thirty (30) calendar days from the date of written notice of the dispute, the matter shall be referred to mediation before a mutually agreed mediator in Kigali.

If mediation fails, the dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Kigali, which shall have final authority to resolve the matter.

16. Termination

Either Party may terminate this Agreement or any specific order under it:

  1. For convenience – by providing at least thirty (30) calendar days’ prior written notice to the other Party; or
  2. For cause, with immediate effect, if the other Party:
    a) commits a material breach of this Agreement and fails to remedy such breach within fifteen (15) calendar days after receiving written notice;
    b) becomes insolvent, is declared bankrupt, or enters into liquidation or receivership; or
    c) is unable to perform its obligations due to a Force Majeure Event lasting more than sixty (90) consecutive calendar days.

Termination shall be without prejudice to any rights, remedies, or claims accrued prior to the date of termination.

17. Modifications of General Terms and Conditions of Sale

ARAKA reserves the right to amend these Terms at any time. The applicable version shall be the one in force on the date of acceptance of the corresponding order or quote.

18. Governing Law – Jurisdiction

These Terms are governed by the laws of Rwanda. In the event of a dispute, parties shall seek amicable resolution. Failing that, exclusive jurisdiction shall lie with the courts of Kigali.

19. Contractual Hierarchy  

In the event of any contradiction between these Terms and any other document issued by the Client, these Terms shall prevail unless expressly agreed otherwise in writing by ARAKA.