Terms and Conditions

Effective Date: July 17, 2026

Welcome to Finsbridge Limited ("Finsbridge", "we", "us", or "our"). These Terms and Conditions ("Terms") govern the relationship between Finsbridge Limited, a private limited company incorporated under the Companies Act (No. 17 of 2015) of the Laws of Kenya, and you, the client ("Client", "you", or "your"), regarding the provision of our professional services.

By executing a Letter of Engagement, registering for, or otherwise utilizing our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

1. Definition of Services

Finsbridge Limited provides professional financial and advisory services. The specific scope of work, deliverables, and timelines for any engagement will be outlined in a separate, mutually signed Letter of Engagement or Service Level Agreement (SLA).

Our core service categories include:

• Accounting & Financial Management: Bookkeeping, preparation of financial statements, management accounts, and general outsourced CFO services.
• Audit, Compliance & Assurance: Internal audit support, statutory audit preparation, and regulatory compliance reviews.
• Tax Advisory: Tax planning, compliance, filing of returns (VAT, Income Tax, PAYE, etc.) with the Kenya Revenue Authority (KRA), and representation in tax disputes.
• Financial Reconciliation: Bank, ledger, inter-company, and historical transactional reconciliation processes.

2. Client Obligations and Information Accuracy

To enable Finsbridge to perform the services effectively, the Client agrees to:

• Provide Timely Information: Provide all necessary financial records, source documents, bank statements, and access to accounting software in a timely manner.
• Ensure Accuracy: Guarantee that all information, data, and documentation provided to us are complete, accurate, and truthful. Finsbridge relies entirely on the information provided by the Client and does not accept liability for errors, penalties, or omissions arising from inaccurate, incomplete, or late data supplied by the Client.
• Compliance with Law: Ensure that its business operations comply with all relevant laws in Kenya, including the Proceeds of Crime and Anti-Money Laundering Act (POCAMLA).

3. Fees, Invoicing, and Payment Terms

• Fee Structure: Fees for our services will be outlined in the Letter of Engagement or SLA. All fees are exclusive of VAT, which will be added where applicable.
• Invoicing: Invoices will be issued monthly or as otherwise agreed upon in the Letter of Engagement. Payment is due within 14 days of the invoice date unless otherwise specified.
• Late Payments: Late payments may incur interest at a rate of 2% per month on the outstanding balance, and Finsbridge reserves the right to suspend services until payment is received.

4. Confidentiality

• Standard of Care: Finsbridge will perform all services with reasonable skill, care, and diligence in accordance with prevailing professional standards in Kenya (such as ICPAK guidelines).
• No Guarantee of Outcomes: While we provide expert tax advisory and financial management, Finsbridge does not guarantee specific outcomes, tax savings, or the absolute prevention of regulatory audits.
• Limitation of Liability: To the maximum extent permitted by the laws of Kenya, the maximum aggregate liability of Finsbridge Limited to the Client for any claim (whether in contract, tort, professional negligence, or otherwise) arising out of or in connection with our services shall be strictly limited to the total fees actually paid by the Client to Finsbridge for the specific service under which the claim arose, within the twelve (12) months preceding the claim.
• Consequential Damages: Under no circumstances shall Finsbridge be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of business opportunity, or reputational damage.

5. Confidentiality & Data Protection

• Confidential Information: Both parties agree to keep all non-public, proprietary information, financial data, and business strategies disclosed during the engagement strictly confidential.
• Data Protection Act Compliance: Finsbridge processes personal data in strict compliance with the Kenya Data Protection Act, 2019. We implement appropriate technical and organizational measures to secure any personal data obtained from the Client.
• Permitted Disclosures: Finsbridge may disclose confidential information only if required to do so by a court of competent jurisdiction or regulatory authorities (e.g., KRA, the Financial Reporting Centre, or law enforcement), provided we give the Client reasonable notice of such requirement where legally permissible.

6. Intellectual Property(IP)

• Finsbridge IP: All methodologies, templates, Excel models, proprietary software, report formats, and training materials used or developed by Finsbridge in the course of delivering the services remain the sole and exclusive intellectual property of Finsbridge Limited.
• Client Deliverables: Upon full payment of all outstanding invoices, the Client is granted a non-exclusive, non-transferable license to use final reports, tax computations, and financial statements prepared specifically for them for their internal business purposes.

7. Term and Termination

• Termination for Convenience: Either party may terminate an ongoing service agreement by giving thirty (30) days' written notice to the other party.
• Termination for Cause: Either party may terminate the agreement immediately upon written notice if:
1. The other party materially breaches any provision of the agreement and fails to cure such breach within fifteen (15) days of receiving written notice.
2. The other party becomes insolvent, files for bankruptcy, or ceases operations.
• Effect of Termination: Upon termination, the Client shall immediately pay Finsbridge for all services rendered and disbursements incurred up to the effective date of termination.

8. Governing Law and Dispute Resolution

• Governing Law: These Terms, the Letters of Engagement, and the relationship between the parties shall be governed by, construed, and enforced in accordance with the Laws of the Republic of Kenya.
• Amicable Settlement: In the event of a dispute, the parties shall first attempt to resolve the matter through good-faith mutual negotiations.
• Mediation/Arbitration: If negotiations fail to resolve the dispute within thirty (30) days, the dispute shall be referred to mediation under the Rules of the Nairobi Centre for International Arbitration (NCIA) or a mutually agreed sole arbitrator in Nairobi, whose decision shall be final and binding.

9. Miscellaneous Clauses

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations if such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, government restrictions, war, civil unrest, or widespread telecommunications outages.
• Amendments: Finsbridge reserves the right to amend these Terms from time to time. Any material changes will be communicated to active clients in writing and updated on our official website. Continued use of our services after such notice constitutes acceptance of the amended Terms.