Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you") and Migradia Ltd, a company incorporated in Kenya ("Migradia", "we"). They apply to all professional services, managed services, product licences, equipment supply and platform access provided by Migradia.

By engaging Migradia, accessing the Enterprise Hub, or signing a Statement of Work (SOW) or Master Services Agreement (MSA), you agree to these Terms. Where there is a conflict between a signed MSA and these Terms, the MSA prevails.

2.1 Professional and Managed Services

Migradia delivers enterprise technology services across Cloud & Infrastructure, Cybersecurity, Modern Workplace, Data & AI, Managed Services, and Physical Security & AV Systems. Scope, deliverables, timelines and fees are defined in individual SOWs or project proposals.

2.2 Branded SaaS Products

Migradia operates the following proprietary SaaS products under separate product agreements and acceptable-use policies:

• Vid-it — intelligent video infrastructure platform
• Mygra — self-service cloud migration orchestration
• Gagamba — distributed web intelligence and data-crawling platform
• Onemum — community and membership management platform
• Migra — enterprise migration planning and execution tooling

Product-specific terms are available within each product's platform. These Terms apply where no specific product terms exist.

2.3 Equipment Supply

Migradia supplies physical technology equipment — including CCTV and surveillance systems, server and rack infrastructure, and audio-visual (AV) and unified-communications equipment — sourced from licensed technology partners. Equipment is supplied with original manufacturer licences and warranties. Migradia provides installation, commissioning and first-line support as specified in the relevant SOW.

Migradia may communicate with you via email, telephone, WhatsApp Business, SMS and USSD short codes. System alerts, service notifications and support communications sent through these channels form part of the Services. Marketing communications require your separate opt-in consent and can be withdrawn at any time.

• Provide accurate, complete and current information when requested
• Ensure appropriate authorisation for all personnel engaging with Migradia
• Maintain security of access credentials and notify Migradia immediately of any suspected breach
• Use equipment and platforms only for lawful, authorised purposes
• Comply with all applicable laws, including data-protection, export-control and anti-bribery laws
• Pay undisputed invoices within the agreed payment terms

All intellectual property in Migradia's Services, platforms, methodologies, branded products (Vid-it, Mygra, Gagamba, Onemum, Migra), templates and deliverables remains the exclusive property of Migradia Ltd, unless expressly transferred in writing.

You grant Migradia a limited, non-exclusive licence to use your data, systems and infrastructure solely to the extent necessary to deliver the Services.

Third-party software, equipment firmware and open-source components are governed by their respective licences, which Migradia will disclose on request.

Each party agrees to keep the other's Confidential Information strictly confidential and use it only for the purposes of the engagement. Confidentiality obligations survive termination of these Terms for 5 years, or indefinitely for trade secrets.

Each party will comply with its obligations under the Kenya Data Protection Act 2019 and, where applicable, the EU GDPR. Where Migradia processes personal data on your behalf as a data processor, a Data Processing Agreement (DPA) is available on request. See our Privacy Policy for full details.

All other warranties, whether express, implied or statutory, are excluded to the maximum extent permitted by applicable law.

To the fullest extent permitted by law, Migradia's total aggregate liability for any claim arising under or in connection with these Terms shall not exceed the total fees paid by you to Migradia in the 12 months preceding the event giving rise to the claim.

Neither party shall be liable for indirect, incidental, special, consequential or exemplary damages, including loss of profit, loss of data or business interruption.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

Fees are as stated in the relevant SOW, proposal or product pricing. Unless otherwise stated, invoices are due within 30 days of issue. Late payments attract interest at 2% per month. Migradia reserves the right to suspend Services for non-payment after 14 days' written notice.

These Terms continue until all active SOWs and product agreements expire or are terminated. Either party may terminate for material breach on 30 days' written notice if the breach is not remedied within that period. Migradia may terminate immediately for non-payment or breach of acceptable-use obligations.

On termination, you must return or destroy all Migradia Confidential Information and cease using all licences. Sections 5, 6, 7, 9 and 12 survive termination.

These Terms are governed by the laws of Kenya. Any dispute that cannot be resolved amicably shall be referred to the courts of Kenya, which shall have exclusive jurisdiction. Where you are domiciled in the European Union, mandatory consumer or business protections in your jurisdiction are not affected.

• Entire agreement — these Terms, together with any signed MSA, SOW and DPA, constitute the entire agreement between the parties
• Amendments — Migradia may update these Terms with 30 days' notice; continued use of Services constitutes acceptance
• Assignment — neither party may assign without the other's written consent, except Migradia may assign to a group company or on a business sale
• Waiver — failure to enforce a right does not constitute a waiver of that right
• Severability — if any provision is unenforceable, the remainder continues in full force

For contractual enquiries, contact legal@migradia.com or visit our contact page.