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Terms of Service

Last updated: 4 October 2026

Interim notice. This is Nairoreel's current Terms of Service, published while the final text is reviewed by a Kenyan advocate. It governs every Order unless and until a revised version is posted. Nothing here limits any right the law does not allow us to limit.

1. Who and what

Nairoreel Productions ("we") provides 3D animation, VFX and visual production services and a client portal to the client named in the Order ("you"). These Terms plus the Order are the whole agreement. If they conflict, the Order wins on scope, price and dates.

2. Portal accounts

You are responsible for activity under your accounts, for keeping credentials secret, and for telling us at once if you suspect misuse. Name your authorised approvers in the Order; an approval by a named approver binds you. We may suspend access to protect security.

3. Scope, revisions and acceptance

4. Fees and payment

Work begins on receipt of the agreed initial deposit stated in the Order. The remaining balance is invoiced on project completion or preview approval and is due within seven (7) calendar days of the invoice date (the "Due Date"). Final high-resolution deliverables, un-watermarked assets, source files and final project transfers are withheld until the balance and any late fees below are paid in full.

If payment is not received by the Due Date: a five (5) calendar-day grace period applies before late charges are billed; after that, a fixed late-compensation fee of KES 5,000 applies to the balance, and interest accrues daily on the outstanding amount from the day after the Due Date at an annual rate of 8% above the prevailing Central Bank of Kenya Central Bank Rate (CBR), until the balance and all fees are paid in full.

We may suspend active production and freeze project assets while a balance remains unpaid past the Due Date on an ongoing or phased Order, and are not liable for delay this causes. You agree to reimburse our reasonable legal fees, debt-recovery expenses and administrative costs in collecting an overdue amount.

Currency and any applicable taxes are as stated on the invoice.

5. Ownership and licence

Source files, project files, custom rigs, 3D models and other production assets ("Foreground IP") are not transferred and remain Nairoreel's property, whether or not the Order is paid in full, unless the Order expressly states a buyout of specified Foreground IP.

On receipt of full payment — including any late fees and interest under Section 4 — you receive a licence to use the final delivered output (the "Deliverables") for the territory and duration stated in the Order (for example, Kenya only, Africa, or worldwide; for a fixed term or unlimited). If the Order does not state a territory or duration, the licence is worldwide and unlimited in duration for that Deliverable's stated purpose. Before full payment, you hold a limited licence to review the Deliverables only.

We retain the right to display, reproduce and promote any work we produce — including the Deliverables — on our portfolio, website, social media and other promotional and marketing materials, at our discretion, unless the Order expressly restricts this.

6. Your materials and your warranties

You warrant that you own or are licensed to use everything you give us (footage, music, logos, names, likenesses) and that any people shown have consented. You will indemnify us against third-party claims arising from that material or your instructions, except to the extent we caused them.

7. Personal data in your materials

For personal data inside your materials we act on your instructions as your processor: we keep it confidential, use it only to deliver the Order, apply reasonable security, tell you without undue delay if we learn of a breach affecting it, and delete or return it at the end (Section 9). You warrant you have a lawful basis to share it with us. Our own use of personal data is described in the Privacy Notice, which is a notice and not part of this contract.

8. Third-party services

The portal relies on third-party providers (hosting, Google, Cloudflare). We choose them with reasonable care but are not liable for their outages or acts, except as Section 11 says we cannot exclude.

9. Retention and deletion

Project files and masters are kept for ninety (90) days after final delivery, then may be deleted; you are responsible for keeping your own copies. Records we must keep by law (invoices, tax) are kept as required, and deletion requests are subject to that.

10. Confidentiality

Each party keeps the other's non-public information confidential and uses it only for the Order, save for legal disclosure.

11. Liability — please read (also summarised in Section 12)

(a) What we do first. For a defect in the work, our first remedy is to correct or redo the defective deliverable within ten (10) business days. If we cannot, we refund the fees paid for that deliverable. To the extent the law allows, this is your sole remedy for quality defects.

(b) Cap. To the extent the law allows, our total liability to you for all claims arising from an Order is limited to the fees paid and payable under that Order. Your obligation to pay fees, and your indemnity in Section 6, are outside this cap; the cap otherwise applies equally to you.

(c) Losses we exclude. To the extent the law allows, we are not liable for lost profit or revenue, wasted advertising or media spend, missed campaigns or launches, loss of goodwill or reputation, or any indirect or consequential loss.

(d) What these limits never cover. Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, for rights that data subjects have under data-protection law, or for anything else the law does not allow to be limited. Where you are a consumer under the Consumer Protection Act, your statutory rights are unaffected.

(e) Defect notice. Notify us of any defect within five (5) business days of delivery — the same window as the deemed-acceptance period in Section 3. This is a condition for the remedy in (a); it does not shorten any statutory limitation period for bringing a claim, which Kenyan law governs.

(f) Severable. Each sub-clause of this Section is separate: if one is held unenforceable, the others remain.

(g) Force majeure. Neither party is liable for delay caused by events outside its reasonable control, such as power or internet grid outages, provider-wide cloud outages, civil unrest or natural disaster. It does not include failure of our own equipment.

12. Plain-English summary

If something we deliver is defective, we fix it or refund that deliverable. Beyond that, the most we owe you on a project is what you paid for that project, and we don't cover lost profit or ad spend. We can't limit anything the law says we can't (injury, fraud, your data-protection rights).

13. Termination

Either party may end an Order for uncured material breach on fourteen (14) days' written notice. You pay for work done to the end date. Sections 5–11 and 13–15 survive.

14. Disputes

Kenyan law governs. First try to resolve informally for fourteen (14) days. If unresolved, the dispute is referred to and finally resolved by arbitration in Nairobi under the Arbitration Act 1995, before a single arbitrator agreed by the parties or, failing agreement, appointed under the Act. The courts of Kenya retain jurisdiction to enforce an arbitral award and to grant interim relief.

15. General

These Terms are the whole agreement. We may update them for future Orders by posting a new version and emailing your primary contact; existing Orders keep the version they were signed under. Notices go to the email addresses in the Order.