Engineering
African
Excellence
ANED Dev Center
Effective Date: April 7, 2026
These Terms of Service ("Terms") govern the relationship between ANED Development Center ("ANED," "we," "our," or "us") and any client, organisation, or individual ("Client," "you," or "your") who engages ANED for professional services. By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. ANED operates engineering centers across Africa, with headquarters in Nairobi, Kenya.
By signing a statement of work, project agreement, or otherwise engaging ANED's services, you accept and agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation. These Terms, together with any applicable statement of work or project agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or agreements relating thereto.
ANED provides professional technology services including, but not limited to:
Custom Software Development: Design, development, testing, and deployment of bespoke software solutions tailored to your business requirements, including web applications, mobile applications, enterprise systems, and API integrations.
Cloud Infrastructure: Architecture, migration, management, and optimisation of cloud-based infrastructure across major platforms, including scalability planning, security configuration, and cost optimisation.
AI and Machine Learning: Development and deployment of artificial intelligence and machine learning solutions, including predictive analytics, natural language processing, computer vision, and intelligent automation.
Digital Transformation Consulting: Strategic advisory services to help organisations modernise their technology stack, optimise business processes, and implement data-driven decision-making frameworks.
UI/UX Design & Research: User experience research, interface design, prototyping, and usability testing to create intuitive, accessible digital products.
Cybersecurity Services: Security assessments, penetration testing, security architecture, incident response planning, and compliance advisory services.
To enable ANED to deliver services effectively, the Client agrees to:
Accurate Information: Provide accurate, complete, and timely information, data, and materials as reasonably required for the performance of the services. ANED shall not be liable for any delays or deficiencies resulting from the Client's failure to provide such information.
Timely Feedback: Review and provide feedback on deliverables, prototypes, and milestones within the timeframes specified in the applicable statement of work. Failure to provide timely feedback may result in project timeline adjustments.
Payment: Make all payments in accordance with the payment terms set out in Section 6 and any applicable statement of work or invoice.
The Client shall not use ANED's services, deliverables, or any work product for any purpose that:
(a) Violates any applicable local, national, or international law or regulation;
(b) Infringes upon the intellectual property rights, privacy rights, or other rights of any third party;
(c) Involves the creation, distribution, or facilitation of malware, spyware, ransomware, or any other malicious software;
(d) Facilitates fraud, money laundering, terrorist financing, or any other financial crime;
(e) Involves any activity that could damage, disable, overburden, or impair any ANED system or interfere with any other party's use of ANED's services. ANED reserves the right to suspend or terminate services immediately if it reasonably believes the Client is in breach of this section.
Work Product: All intellectual property rights in custom work product developed by ANED specifically for the Client under a statement of work shall be retained by ANED until full payment has been received. Upon receipt of full payment for the applicable deliverables, ANED shall assign to the Client all right, title, and interest in and to such custom work product.
Pre-Existing IP: All intellectual property that ANED owned or developed prior to or independently of the engagement, including but not limited to frameworks, libraries, tools, methodologies, and reusable components ("Pre-Existing IP"), shall remain the sole property of ANED. Where Pre-Existing IP is incorporated into a deliverable, ANED grants the Client a non-exclusive, perpetual, royalty-free licence to use such Pre-Existing IP solely as part of the delivered work product.
Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed by the other party during the course of the engagement. Confidential information includes, but is not limited to, business strategies, technical specifications, source code, client data, financial information, and any information marked as confidential.
The obligations of confidentiality shall survive the termination or expiration of these Terms for a period of five (5) years, or indefinitely for trade secrets. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.
Invoicing: ANED shall issue invoices in accordance with the payment schedule set out in the applicable statement of work. Unless otherwise agreed in writing, invoices shall be issued monthly for time-and-materials engagements or upon achievement of milestones for fixed-price engagements.
Payment Due: All invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Payment shall be made in the currency specified on the invoice via bank transfer or such other method as agreed by the parties.
Late Fees: Any amounts not paid when due shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of payment. ANED reserves the right to suspend services if any invoice remains unpaid for more than fifteen (15) days past the due date.
Where ANED processes personal data on behalf of the Client in the course of delivering services, ANED shall act as a data processor and the Client shall act as the data controller. The parties shall enter into a Data Processing Agreement ("DPA") that complies with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR), the Kenya Data Protection Act 2019, the Nigeria Data Protection Regulation (NDPR), and the South Africa Protection of Personal Information Act (POPIA). ANED shall process personal data only on documented instructions from the Client, implement appropriate technical and organisational security measures, assist the Client with data subject requests and data protection impact assessments, and notify the Client without undue delay upon becoming aware of a personal data breach.
Workmanship Warranty: ANED warrants that all services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. ANED further warrants that deliverables will materially conform to the specifications set out in the applicable statement of work for a period of ninety (90) days following delivery ("Warranty Period"). During the Warranty Period, ANED will correct any material defects at no additional cost to the Client.
Disclaimer: Except as expressly stated in this Section 9, ANED makes no other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. ANED does not warrant that deliverables will be error-free or uninterrupted.
To the maximum extent permitted by applicable law, ANED's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to ANED during the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall ANED be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill, even if ANED has been advised of the possibility of such damages.
Carve-Outs: The limitations in this Section 10 shall not apply to: (a) breaches of confidentiality obligations under Section 6; (b) infringement of the other party's intellectual property rights; (c) liability arising from gross negligence or willful misconduct; (d) ANED's indemnification obligations; or (e) the Client's payment obligations.
Client Indemnification: The Client shall indemnify, defend, and hold harmless ANED, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Client's misuse of deliverables or services; (b) the Client's violation of any applicable law or regulation; (c) the Client's breach of these Terms; or (d) any third-party claim that Client-provided materials infringe or misappropriate any intellectual property or other rights.
ANED Indemnification: ANED shall indemnify, defend, and hold harmless the Client from and against any third-party claim that the deliverables (excluding Client-provided materials and Pre-Existing IP) infringe any intellectual property right, provided the Client promptly notifies ANED of the claim and grants ANED sole control of the defence and settlement.
During the term of any engagement and for a period of twelve (12) months following its termination or expiration, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or agent of the other party who was involved in the performance of services under these Terms, without the prior written consent of the other party. This restriction shall not apply to general recruitment advertising or unsolicited employment applications.
ANED may subcontract portions of the services to qualified third-party subcontractors, provided that ANED shall remain fully responsible and liable for the performance of such subcontracted work and for the acts and omissions of its subcontractors. All subcontractors shall be bound by confidentiality and data protection obligations no less restrictive than those contained in these Terms. ANED shall notify the Client in advance of engaging subcontractors for material portions of the work.
ANED maintains professional indemnity (errors and omissions) insurance and general commercial liability insurance with coverage limits appropriate to the nature and scope of services provided. ANED shall maintain such insurance for the duration of any active engagement and for a minimum of twelve (12) months following completion. Certificates of insurance shall be provided to the Client upon reasonable request.
Termination for Convenience: Either party may terminate these Terms or any statement of work by providing thirty (30) days' prior written notice to the other party.
Termination for Cause: Either party may terminate these Terms immediately upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.
Effect of Termination: Upon termination, the Client shall pay ANED for all services performed and expenses incurred up to the effective date of termination. ANED shall deliver to the Client all completed and in-progress work product for which payment has been received. Sections 5, 6, 10, 11, 12, 16, and 17 shall survive termination.
These Terms shall be governed by and construed in accordance with the laws of Kenya, without regard to its conflict of laws principles. For engagements where the Client is domiciled in Nigeria, the parties may agree in the applicable statement of work that the laws of the Federal Republic of Nigeria shall apply instead.
Any dispute arising out of or in connection with these Terms that cannot be resolved amicably within thirty (30) days shall be referred to and finally resolved by arbitration administered in Nairobi, Kenya (or Lagos, Nigeria, if Nigerian law applies), in accordance with the applicable Arbitration Act. The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the parties, and the language of the arbitration shall be English. The arbitrator's decision shall be final and binding on both parties.
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 results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, power outages, internet or telecommunications failures, or government-imposed restrictions. The affected party shall promptly notify the other party of the force majeure event and shall use reasonable efforts to mitigate its effects. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected statement of work upon written notice.
Both parties shall comply with all applicable export control laws, sanctions, and regulations. The Client shall not export, re-export, or transfer any deliverables, technical data, or services provided by ANED to any country, entity, or person in violation of applicable export control or sanctions laws, including those administered by the United Nations, the United States, the European Union, or the African Union.
All formal notices required or permitted under these Terms shall be in writing and shall be deemed duly given when: (a) delivered personally; (b) sent by registered or certified mail with return receipt requested; (c) sent by internationally recognised courier service with tracking; or (d) sent by email with confirmed receipt to the email address specified in the applicable statement of work. Notices to ANED shall be addressed to legal@anedcenter.com. Notices shall be effective upon receipt.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected or impaired.
These Terms are entered into solely between ANED and the Client. Nothing in these Terms is intended to confer any rights, benefits, or remedies on any person or entity other than the parties hereto and their respective successors and permitted assigns.
These Terms may only be amended or modified by a written instrument signed by authorised representatives of both parties. No waiver of any provision of these Terms shall be effective unless made in writing and signed by the waiving party. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.
The following additional terms apply specifically to the use of the ANED AI platform, including the ANED AI workspace, API, ANED Agents, and Canedo Security products (collectively, the "ANED AI Services"). These terms supplement the general Terms of Service above. In the event of a conflict between these additional terms and the general terms, these additional terms shall prevail with respect to the ANED AI Services.
Account Creation: To access the ANED AI Services, you must create an account by providing a valid email address and completing phone number verification. You may also authenticate using a supported third-party identity provider (Google, Apple, or GitHub). You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
Accurate Information: You agree to provide accurate, current, and complete information during registration and to update such information as necessary. ANED reserves the right to suspend or terminate any account that is found to contain materially inaccurate or fraudulent information.
Account Security: You must notify ANED immediately at security@anedcenter.com if you become aware of any unauthorised use of your account or any other breach of security. ANED shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials.
Plans: ANED AI Services are offered under the following subscription tiers: Starter (free), Developer, Business, and Enterprise. Each plan includes a specified monthly allocation of tokens across the applicable model tiers (Swala, Savanna, and/or Kilima). Details of plan features, token allocations, and pricing are published on the ANED AI pricing page and may be updated from time to time.
Billing: Paid subscriptions are billed monthly in advance. All fees are stated in United States Dollars (USD) unless otherwise agreed. Payment is due upon invoice and may be made via the payment methods accepted on the platform. You authorise ANED to charge your designated payment method for the applicable subscription fees on a recurring monthly basis.
Token Usage: Token allocations are consumed as you use ANED AI Services. Unused tokens do not roll over to the following month unless expressly stated in your plan terms. If you exceed your monthly token allocation, access to the affected model tier(s) may be throttled or suspended until the next billing cycle, unless you upgrade your plan or purchase additional tokens.
Cancellation: You may cancel your subscription at any time through your ANED AI workspace settings. Cancellation takes effect at the end of the current billing period. No refunds will be issued for partial months. Upon cancellation, your access to paid features will revert to the Starter (free) tier.
API Keys: ANED AI provides API access through API keys issued to your account. You are responsible for safeguarding your API keys. You must not share, publish, or embed API keys in client-side code, public repositories, or any publicly accessible location. If you suspect an API key has been compromised, you must revoke and rotate it immediately through your dashboard.
Rate Limits: API usage is subject to rate limits and quotas as determined by your subscription plan. ANED reserves the right to throttle or temporarily restrict API access to maintain platform stability and fair usage across all users.
Compatibility: The ANED AI API is designed to be OpenAI-compatible. However, ANED does not guarantee full compatibility with every third-party tool, library, or integration that supports the OpenAI API specification. ANED may modify the API at any time, with reasonable notice for breaking changes.
No Professional Advice: ANED AI Services are general-purpose AI tools. Output generated by ANED AI, including ANED Agents and Canedo Security, does not constitute legal advice, financial advice, medical advice, tax advice, security advice, or any other form of professional advice. You must not rely on AI-generated output as a substitute for qualified professional consultation. You are solely responsible for evaluating the accuracy, completeness, and suitability of any AI-generated output before acting upon it.
Accuracy: While ANED strives to deliver high-quality AI output, ANED AI models may produce inaccurate, incomplete, misleading, or biased responses. AI-generated content may contain factual errors, outdated information, or contextually inappropriate material. ANED does not warrant the accuracy, reliability, or fitness for purpose of any AI-generated output.
Ownership of Output: Subject to these Terms and applicable law, you retain ownership of the original content you input into ANED AI Services (your "Input") and the output generated by the AI in response to your Input ("Output"). However, due to the nature of machine learning, identical or similar Output may be generated for other users who provide similar Input. ANED does not claim ownership of your Output.
Responsibility: You are solely responsible for how you use AI-generated Output, including ensuring it complies with applicable laws, regulations, and ethical standards in your jurisdiction. You must not use AI-generated Output to create, distribute, or facilitate any content that is unlawful, harmful, defamatory, infringing, or in violation of Section 4 (Acceptable Use) of these Terms.
In addition to the general acceptable use restrictions in Section 4, you specifically agree not to use ANED AI Services to:
(a) Generate content that promotes violence, discrimination, hate speech, or exploitation targeting any individual or group, including on the basis of race, ethnicity, nationality, religion, gender, sexual orientation, disability, or language;
(b) Create deepfakes, synthetic media, or impersonation content intended to deceive or defraud;
(c) Generate spam, phishing content, malware code, or social engineering attack materials;
(d) Attempt to extract, reverse-engineer, or reconstruct the training data, model weights, or proprietary algorithms of any ANED AI model;
(e) Circumvent, disable, or interfere with any safety filters, content moderation, rate limits, or other protective measures implemented by ANED;
(f) Use the services for surveillance, tracking, or monitoring of individuals without their informed consent and a valid legal basis;
(g) Misrepresent AI-generated output as human-generated in contexts where such disclosure is required by law or regulation, including in legal proceedings, regulatory filings, academic submissions, or journalistic publications. ANED reserves the right to suspend or terminate your access to ANED AI Services immediately and without prior notice if you violate any of these acceptable use restrictions.
No Training on Your Data: ANED does not use your Input, Output, conversation history, or any data submitted through the ANED AI Services to train, fine-tune, or improve our AI models, unless you explicitly opt in to a data contribution programme. Your business data remains your own.
Data Sovereignty: ANED is committed to African data sovereignty. Your data is processed and stored on infrastructure located within Africa or in jurisdictions that provide adequate data protection guarantees. ANED does not transfer your AI interaction data to servers outside Africa except where necessary for service delivery and where adequate safeguards are in place in compliance with applicable data protection legislation.
Data Retention: Conversation history and AI interaction data are retained for a period of 90 days to support your workspace functionality and to enable ANED to investigate and respond to abuse reports. After 90 days, interaction data is automatically deleted unless you have chosen to save specific conversations within your workspace. You may manually delete your conversation history at any time through your workspace settings.
Security: All data transmitted to and from ANED AI Services is encrypted in transit using TLS 1.2 or higher. Data at rest is encrypted using AES-256 or equivalent standards. ANED implements comprehensive access controls, audit logging, and monitoring to protect the integrity and confidentiality of your data.
Availability: ANED aims to maintain high availability of the ANED AI Services but does not guarantee uninterrupted or error-free operation. The Services may be temporarily unavailable due to scheduled maintenance, infrastructure updates, or circumstances beyond ANED's reasonable control.
SLA: Business and Enterprise plan subscribers are eligible for a service level agreement (SLA) as specified in their plan terms. Details of uptime commitments, response times, and remedies for SLA breaches are published on the ANED AI platform and may be updated from time to time.
Model Updates: ANED may update, modify, or replace AI models at any time to improve performance, safety, or capability. While ANED will endeavour to maintain backward compatibility, model updates may result in changes to output quality, style, or behaviour. ANED will provide reasonable notice for material changes to model capabilities.
Threat Intelligence: Canedo Security provides AI-generated cybersecurity threat analysis, incident response guidance, and security briefings. All Canedo Security output is informational in nature and does not constitute a security audit, penetration test, or professional cybersecurity assessment. Canedo Security output should be used to supplement, not replace, your organisation's existing security programmes and qualified security personnel.
Limitation: ANED does not guarantee that Canedo Security will detect all threats, vulnerabilities, or security incidents affecting your organisation. Cybersecurity threats are constantly evolving, and no AI system can provide complete protection. ANED shall not be liable for any security breach, data loss, or damage resulting from your reliance on Canedo Security output or your failure to implement recommended security measures.
Workflow Automation: ANED Agents execute multi-step tasks based on your instructions and the data you provide. You are responsible for reviewing and approving all output and actions taken by ANED Agents before they are implemented in your business operations. ANED shall not be liable for any business decisions, actions, or consequences resulting from the automated execution of tasks by ANED Agents.
Integration: ANED Agents may integrate with third-party tools, ERP systems, and communication platforms at your direction. ANED is not responsible for the availability, accuracy, or security of third-party services. You are responsible for ensuring that any data shared with third-party services through ANED Agents complies with applicable data protection laws and your own organisational policies.
If you have any questions or concerns regarding these Terms of Service, please contact us at:
ANED Development Center — Legal Department
East Africa Office: Westlands Business District, Nairobi, Kenya
Email: eastafrica@anedcenter.com
West Africa Office: Victoria Island, Lagos, Nigeria
Email: westafrica@anedcenter.com
General Legal Enquiries: legal@anedcenter.com
ANED AI Platform Support: ai@anedcenter.com