Service Agreement Terms

Accounting & Bookkeeping Services

• Financial record-keeping and general ledger maintenance
• Accounts payable and receivable management
• Bank reconciliation and cash flow management
• Monthly, quarterly, and annual financial statement preparation
• Automated bookkeeping systems implementation

Tax Planning & Compliance

• Corporate and individual tax planning
• Tax return preparation and filing with KRA
• VAT, PAYE, and withholding tax compliance
• Tax audit support and representation
• Tax optimization strategies

CFO Advisory & Financial Analysis

• Strategic financial planning and forecasting
• Business performance analysis and KPI tracking
• Budgeting, cash flow management, and financial modeling
• Investment analysis and capital allocation
• Virtual CFO services for growing businesses

Compliance Management

• Regulatory compliance monitoring and reporting
• ICPAK, KRA, and statutory compliance services
• Internal control systems design
• Risk assessment and management
• Corporate governance advisory

Audit Support & Payroll Management

• Audit preparation and documentation support
• Liaison with external auditors and regulators
• Payroll processing and benefits administration
• NSSF, NHIF, and PAYE compliance
• Employee financial reporting

Business Intelligence & Process Automation

• Custom financial reporting and dashboard creation
• Financial systems integration and automation
• Data analytics and business intelligence solutions
• Process optimization and workflow improvement

Accurate Information

• Provide complete, accurate, and timely information necessary for service delivery
• Promptly notify us of any material changes to your financial situation, business operations, or legal status
• Ensure all documents, records, and data provided are authentic and complete
• Cooperate fully in information requests and clarifications

Timely Communication

• Respond to our inquiries within reasonable timeframes
• Designate authorized representatives for decision-making
• Maintain open communication channels throughout the engagement
• Attend scheduled meetings and review sessions

Access & Documentation

• Grant access to relevant financial systems, records, and personnel
• Provide secure access credentials for software and platforms when required
• Maintain organized records and documentation
• Ensure compliance with applicable laws and regulations

Legal Compliance

• Comply with all applicable tax laws, financial regulations, and reporting requirements in Kenya
• Not engage in fraudulent, illegal, or unethical business practices
• Maintain appropriate business licenses and registrations
• Inform us immediately of any regulatory investigations or legal proceedings affecting your business

Fee Structure

Our fees are determined based on the scope of services, complexity of work, and resources required. We offer various pricing models:

• Hourly Rates: For ad-hoc advisory, consulting, and project-based work
• Monthly Retainers: For ongoing bookkeeping, accounting, and CFO services
• Fixed-Fee Projects: For tax return preparation, audit support, and defined-scope engagements
• Value-Based Pricing: For strategic advisory and transformation projects

Specific fees, payment schedules, and billing arrangements are detailed in your engagement letter.

Payment Terms

• Invoices are typically issued monthly for retainer services and upon project milestones for fixed-fee engagements
• Payment is due within 14 days of invoice date unless otherwise agreed in writing
• We accept payment via bank transfer, mobile money (M-Pesa), or cheque
• Late payments may incur interest charges at a rate of 2% per month or the maximum rate allowed by law
• An initial retainer or deposit may be required before commencing services

Additional Costs

Clients are responsible for reimbursing reasonable out-of-pocket expenses incurred in delivering services, including:

• Travel and accommodation for on-site work outside Nairobi
• Third-party software subscriptions or licenses required for your engagement
• Government filing fees, regulatory charges, and stamp duties
• Outsourced specialist services (e.g., legal counsel, external audits) with prior approval

Expenses exceeding KES 10,000 require advance client approval.

Late Payment & Suspension of Services

If payment remains outstanding 30 days after the due date, we reserve the right to:

• Suspend ongoing services until payment is received
• Retain work product, deliverables, and client records until payment is settled
• Engage debt collection services or pursue legal action to recover outstanding amounts
• Charge for costs incurred in collecting overdue payments

Fee Adjustments

We reserve the right to adjust fees annually to reflect changes in operating costs, inflation, or scope of services. Clients will receive 30 days' written notice of any fee increases. Significant scope changes during an engagement may result in additional fees, which will be communicated and agreed upon before incurring extra costs.

Refund Policy

Fees for completed work are non-refundable. In the event of early termination by the client, you remain responsible for payment of all services rendered up to the termination date, plus any reasonable wind-down costs. Retainer fees paid in advance for unused services may be refunded on a pro-rata basis, minus a 15% administrative fee, at our discretion.

Our Commitment to Confidentiality

We are committed to maintaining the confidentiality of all client information in accordance with professional standards and legal requirements. As a professional services firm regulated by ICPAK, we adhere to strict confidentiality obligations.

Confidential Information includes:

• Financial statements, records, and business performance data
• Tax returns, compliance filings, and regulatory documents
• Business strategies, plans, and proprietary methodologies
• Client lists, vendor relationships, and commercial agreements
• Any information designated as confidential or that a reasonable person would consider confidential

Permitted Disclosures

We may disclose confidential information only in the following circumstances:

• With your express written consent
• To our employees, contractors, and service providers who require access to perform services, under strict confidentiality obligations
• When legally required by court order, regulatory authority (e.g., KRA, ICPAK), or applicable law
• To protect our legal rights in disputes or litigation
• To professional advisors (lawyers, insurers, auditors) bound by confidentiality duties
• In anonymized or aggregated form that does not identify you

Data Security Measures

We implement industry-standard security measures to protect confidential information, including encryption, secure servers, access controls, and regular security audits. However, no system is completely secure, and we cannot guarantee absolute security. You acknowledge and accept the inherent risks of electronic transmission and storage of information.

Client Obligations

Clients agree not to disclose our proprietary methodologies, templates, financial models, and advisory recommendations to third parties without our consent. This confidentiality obligation survives termination of the engagement.

Retention & Destruction

We retain client records and confidential information for the periods required by professional standards and legal regulations (typically 7 years). After the retention period, we securely delete or destroy confidential information in accordance with our document retention policy.

Professional Indemnity Insurance

We maintain professional indemnity insurance as required by ICPAK regulations. This insurance provides coverage for claims arising from professional negligence, errors, or omissions in the provision of our services.

Limitation of Liability

To the maximum extent permitted by Kenya law:

• Our total liability for any claim arising from services provided shall not exceed the fees paid for those specific services, or the limits of our professional indemnity insurance coverage, whichever is greater
• We shall not be liable for indirect, consequential, incidental, special, or punitive damages, including lost profits, business interruption, or loss of data
• We are not liable for losses arising from client failure to provide accurate, complete, or timely information
• We are not responsible for decisions made by clients based on our advice or recommendations
• Claims must be brought within 12 months of the date the claimant knew or should have known of the facts giving rise to the claim

No Warranties

We provide services on an "as is" basis. We make no warranties, express or implied, regarding:

• Specific financial outcomes, tax savings, or business results
• Uninterrupted or error-free service delivery
• Accuracy of third-party information or data sources
• Future changes in tax laws, regulations, or accounting standards

Exclusions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under Kenya law

Third-Party Reliance

Our work products and advice are prepared solely for your use and may not be relied upon by third parties without our express written consent. We accept no liability to third parties who may obtain access to our deliverables.

Engagement Duration

• Project-based engagements continue until the defined scope is completed or the agreement is terminated
• Retainer agreements typically run on a monthly basis and renew automatically unless terminated
• Annual tax and compliance services may be governed by calendar or fiscal year agreements

Termination by Client

Clients may terminate services by providing written notice:

• 30 days' notice for ongoing retainer arrangements
• 14 days' notice for project-based engagements
• Immediate termination for fixed-fee work upon completion of defined milestones

Upon termination, clients remain responsible for payment of all services rendered up to the termination date, outstanding invoices, and reasonable wind-down costs (typically 10-15% of the monthly fee).

Termination by Blink Star Consultants

We may terminate services immediately upon written notice if:

• Client fails to pay invoices within 45 days of the due date
• Client breaches these Terms or the engagement agreement
• Client engages in illegal, fraudulent, or unethical activities
• A conflict of interest arises that cannot be resolved
• Client fails to provide necessary information or cooperation
• Continuation would violate professional standards or regulations

We may also terminate with 30 days' notice for any other reason at our discretion.

Effect of Termination

Upon termination:

• We will cease active work on your engagement
• You must pay all outstanding fees and expenses
• We will return or destroy your confidential information as requested, subject to legal retention requirements
• We will provide completed work products upon full payment
• Confidentiality obligations continue indefinitely
• We may retain copies of work products for regulatory compliance and professional liability purposes

Governing Law

These Terms and all services are governed by the laws of the Republic of Kenya, including the Contract Act (Cap 23), Companies Act (Cap 486), and other applicable legislation. The parties submit to the non-exclusive jurisdiction of the Kenyan courts.

Dispute Resolution Process

In the event of a dispute, the parties agree to follow this escalation process:

Exceptions

Either party may seek injunctive relief or other equitable remedies in court to prevent irreparable harm, protect confidential information, or enforce intellectual property rights without first pursuing arbitration.

Professional Complaints

Clients dissatisfied with professional conduct may also lodge complaints with the Institute of Certified Public Accountants of Kenya (ICPAK) through their established disciplinary procedures.

Entire Agreement

These Terms, together with any executed engagement letters, constitute the entire agreement between you and Blink Star Consultants and supersede all prior agreements, understandings, and communications regarding services.

Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed from these Terms. The remaining provisions shall continue in full force.

Assignment

Clients may not assign or transfer rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a merger, acquisition, or business restructuring.

Waiver

No waiver of any term or provision shall constitute a waiver of any other term, nor shall any waiver constitute a continuing waiver. Failure to enforce any right does not constitute a waiver of that right.

Relationship of Parties

The relationship between you and Blink Star Consultants is that of independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Notices

All notices under these Terms must be in writing and delivered via:

• Email to the addresses provided in engagement documentation
• Registered post to the physical addresses on record
• Hand delivery with acknowledgment of receipt

Notices are deemed received when delivered by email (if during business hours), 3 business days after posting, or upon hand delivery.

Survival

Provisions regarding confidentiality, intellectual property, limitation of liability, indemnification, governing law, and dispute resolution survive termination of the engagement.