Terms of Service

Effective Date: 27 August 2026

These Terms of Service ("Terms") govern the provision of professional consulting services by AssuranceMax Consulting Ltd ("we", "us", or "our") to our clients ("you" or "Client"). By engaging our services, you agree to be bound by these Terms in accordance with the Companies Act, 2015, the Consumer Protection Act, 2012, the Law of Contract Act (Cap 23), and other applicable laws of the Republic of Kenya.

1. Definitions and Interpretation

• "Engagement" means the agreement between us and the Client for the provision of Services, as set out in a written proposal, letter of engagement, or contract.
• "Services" means the professional consulting services to be provided by us, as described in the Engagement.
• "Confidential Information" means any information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
• "Deliverables" means the work products, reports, analyses, and other outputs produced as part of the Services.

2. Acceptance of Terms

These Terms become binding upon the earlier of: (a) your written acceptance of our proposal or letter of engagement; (b) your payment of any advance or deposit required; or (c) your continued use of our Services following receipt of these Terms. If you do not agree to these Terms, you must not engage our Services.

3. Scope of Services

The specific scope, deliverables, and timelines for the Services shall be as set out in the relevant Engagement document. We shall perform the Services with reasonable care and skill in accordance with generally accepted professional standards applicable in Kenya, including but not limited to:

• Standards issued by the Institute of Certified Public Accountants of Kenya (ICPAK).
• Requirements of the Companies Act, 2015 relating to accounting records and financial reporting.
• Applicable provisions of the Income Tax Act, VAT Act, and other revenue legislation administered by the Kenya Revenue Authority.
• The Public Finance Management Act, 2012 where applicable to public sector engagements.

4. Client Obligations

The Client shall:

• Provide accurate, complete, and timely information and documentation necessary for us to perform the Services.
• Designate a primary contact person with authority to make decisions and provide approvals on behalf of the Client.
• Ensure compliance with all applicable laws and regulations in connection with the subject matter of the Services.
• Review Deliverables promptly and notify us of any issues or required corrections within a reasonable time.
• Make payment in accordance with the payment terms set out in the Engagement.

5. Fees and Payment

• Our fees shall be as set out in the Engagement or as agreed in writing between the parties.
• Unless otherwise specified, all fees are quoted in Kenya Shillings (KES) and are exclusive of Value Added Tax (VAT), which shall be charged at the prevailing rate as required by the VAT Act, 2013.
• Invoices are payable within thirty (30) days of the date of invoice, or as otherwise specified in the Engagement.
• Late payments shall accrue interest at a rate of two percent (2%) per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date of actual payment.
• We reserve the right to suspend or terminate the Services if payment is not received within the specified period.

6. Confidentiality

Each party shall maintain the confidentiality of all Confidential Information received from the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party, except:

• As required by law, regulation, or order of a court or regulatory authority.
• To professional advisors, auditors, or regulators who are bound by obligations of confidentiality.
• To employees or contractors who need access to the information to perform their duties and are bound by confidentiality obligations.

This confidentiality obligation survives the termination or expiration of the Engagement for a period of two (2) years.

7. Intellectual Property

All intellectual property rights in pre-existing materials, systems, methodologies, and know-how used by us in providing the Services shall remain our property. Subject to full payment of all fees due, the Client shall receive a non-exclusive, perpetual licence to use the Deliverables for its internal business purposes. We may anonymise and aggregate data from engagements for the purpose of improving our services and developing industry benchmarks, provided that no client-identifiable information is disclosed.

8. Limitation of Liability

To the maximum extent permitted by the laws of Kenya:

• Our total aggregate liability to the Client arising out of or in connection with the Services shall not exceed the total fees paid by the Client under the relevant Engagement during the twelve (12) months immediately preceding the event giving rise to the claim.
• We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, or loss of business opportunities.
• We shall not be liable for any loss or damage arising from the Client's failure to provide accurate, complete, or timely information, or from any decision made by the Client based on our Deliverables.

Nothing in these Terms shall limit our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Kenyan law.

9. Professional Standards and Independence

We are an independent professional consulting firm and are not affiliated with any regulatory body, government agency, or statutory authority. Our Services do not constitute statutory audit, statutory accounting, or any other function required by law to be performed by a person holding a specific statutory appointment, unless expressly stated otherwise in the Engagement. We comply with the ethical and professional standards of ICPAK and other applicable professional bodies.

10. Conflict of Interest

We maintain a conflict of interest policy in accordance with professional standards. Before accepting an Engagement, we assess whether any conflict of interest exists. If a conflict is identified after commencement of an Engagement, we shall promptly disclose it to the Client and take appropriate steps to manage or resolve the conflict, which may include declining or terminating the Engagement.

11. Anti-Money Laundering Compliance

In accordance with the Proceeds of Crime and Anti-Money Laundering Act, 2009 and the Proceeds of Crime and Anti-Money Laundering Regulations, we are required to conduct customer due diligence on all clients. The Client shall provide all information and documentation requested for this purpose. We may be required to report suspicious transactions to the Financial Reporting Centre (FRC).

12. Data Protection

The collection, use, storage, and disclosure of personal data in connection with the Services is governed by our Privacy Policy and the Data Protection Act, 2019. By engaging our Services, you acknowledge that you have read and understood our Privacy Policy.

13. Termination

• Either party may terminate an Engagement by providing thirty (30) days' written notice to the other party.
• Either party may terminate an Engagement immediately by written notice if the other party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notice of the breach.
• Upon termination, the Client shall pay for all Services performed up to the date of termination, including any outstanding expenses incurred in connection with the Services.
• The provisions of Clauses 6 (Confidentiality), 7 (Intellectual Property), 8 (Limitation of Liability), and 14 (Dispute Resolution) shall survive termination.

14. Dispute Resolution

Any dispute arising out of or in connection with these Terms or the Services shall be resolved in accordance with the following procedure:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within fourteen (14) days of written notice of the dispute.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation under the rules of the Chartered Institute of Arbitrators (Kenya Branch) or another mutually agreed mediation service.
• Arbitration: If mediation fails, the dispute shall be referred to and finally resolved by arbitration in Nairobi in accordance with the Arbitration Act, 1995 (Cap 49) and the Arbitration Rules made thereunder. The arbitration shall be conducted by a single arbitrator appointed by agreement of the parties or, failing agreement, in accordance with the Act.

Notwithstanding the foregoing, either party may seek urgent injunctive relief from the courts of Kenya where necessary to prevent irreparable harm.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, government actions, power failures, or disruptions to telecommunications networks. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effects of the force majeure event.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal proceedings arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Kenya.

17. Amendments

We reserve the right to amend these Terms from time to time. The current version will always be available on our website. Material changes will be communicated to existing clients in writing. Your continued engagement of our Services following notification of any changes constitutes acceptance of the amended Terms.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, together with the Engagement document and any annexes or schedules referenced therein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.

20. Contact Us

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