Terms & Conditions – Gemial Digital

Effective Date: 28 February 2026  |  Last Updated: 28 February 2026

Website: gemialdigital.com  |  Email: info@gemialdigital.com  |  Phone: +254 792 265 122 / +254 723 175 402

Plain-English Summary

These Terms govern your use of gemialdigital.com and any services you engage Gemial Digital to deliver.

By browsing this website, submitting a quote request, booking a call, or signing a service proposal, you agree to these Terms.

Key points: we deliver professional digital marketing services; results are not guaranteed; payment terms apply as agreed in each proposal;

you own your brand assets and bespoke deliverables (once paid in full); we own our proprietary tools and methodologies.

Please read each section carefully. If you have questions, contact us at info@gemialdigital.com before engaging our services.

About Gemial Digital & Acceptance of Terms

1.1  Who We Are

Gemial Digital is a performance-first digital marketing agency founded in Nairobi, Kenya in 2018. We partner with ambitious businesses to drive measurable growth through conversion-first website design, technical SEO and Generative Engine Optimisation (GEO), pay-per-click advertising, social media and short-form video, reputation marketing, and AI chatbots.

1.2  Contact Details

Business name: Gemial Digital

Email: info@gemialdigital.com

Phone: +254 792 265 122 / +254 723 175 402

Website: gemialdigital.com

Location: Nairobi, Kenya

Contact form: gemialdigital.com/contact/

1.3  Scope of These Terms

These Terms and Conditions (“Terms”) govern: (a) your use of the website gemialdigital.com and all its pages, resources, blog content, and tools; and (b) the provision of professional digital marketing services by Gemial Digital to clients.

1.4  Acceptance

By accessing or using this website, submitting a quote request or contact form, booking a strategy call, or entering into a service agreement with Gemial Digital, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use this website or engage our services.

1.5  Legal Capacity

By accepting these Terms, you confirm that you are at least 18 years of age and have the full legal authority and capacity to enter into a binding agreement — whether on your own behalf or on behalf of the organisation you represent.

1.6  Changes to These Terms

Gemial Digital reserves the right to amend these Terms at any time. We will update the “Last Updated” date at the top of this page when changes are made. Material changes will be communicated by email where a client relationship exists. Your continued use of the website or services after any change constitutes your acceptance of the revised Terms.

2.  Definitions

The following terms have the meanings set out below whenever they appear in these Terms:

“Company”, “We”, “Us”, “Our”:  Gemial Digital, the digital marketing agency operating from Nairobi, Kenya.

“Client”, “You”, “Your”:  The individual, business, or organisation accessing this website or engaging Gemial Digital’s services.

“Services”:  All digital marketing services offered by Gemial Digital, including but not limited to Website Design, SEO & GEO, Pay-Per-Click Advertising, Social Media Management & Short-Form Video, Reputation Marketing & Review Management, and AI Chatbots & Conversational Commerce, together with all associated sub-services.

“Website”:  gemialdigital.com and all its sub-pages, blog posts, resources, and tools.

“Service Agreement”:  The specific contract, proposal, statement of work, or written confirmation governing a particular service engagement between Gemial Digital and a Client.

“Deliverables”:  All work products produced under a Service Agreement, including but not limited to website designs, code, written content, campaign reports, creative assets, and chatbot configurations.

“Confidential Information”:  Non-public business, technical, or operational information disclosed by one party to the other in connection with any service engagement.

“Third-Party Platforms”:  External platforms and tools used in the delivery of Services, including but not limited to Google Ads, Meta, TikTok, HubSpot, Shopify, Salesforce, Stripe, Semrush, and similar products.

“Ad Spend”:  Media budget paid directly to advertising platforms such as Google or Meta, which is distinct from Gemial Digital’s management fees.

“Intellectual Property” or “IP”:  All patents, copyrights, trademarks, trade secrets, designs, source code, data, and other proprietary rights.

“Force Majeure Event”:  An event beyond a party’s reasonable control, as further described in Section 17.

3.  Services

3.1  Overview

Gemial Digital offers full-service digital marketing solutions designed to turn traffic into customers. Our services span strategy, creative production, technical implementation, and ongoing optimisation across all major digital channels.

3.2  Service Lines

3.2.1  Website Design

We design and build fast, mobile-first, conversion-optimised websites tailored to measurable business outcomes. Sub-services include: custom WordPress design and development; Shopify and WooCommerce store design; headless and Next.js/React builds; UX/UI design; landing page design and conversion rate optimisation (CRO); mobile and app design (web and native); AI-powered website integrations; engineering and DevOps (“Vibe Coding”); and website maintenance, security, and hosting support.

3.2.2  SEO & Generative Engine Optimisation (GEO)

Data-led search engine optimisation that includes Generative Engine Optimisation: technical audits, semantic content strategy, on-page and off-page optimisation, local SEO, structured data implementation, and prompt-ready assets designed to achieve visibility in both traditional search results and AI-driven discovery platforms.

3.2.3  Pay-Per-Click Advertising (PPC & Google Ads)

Performance-first paid advertising across Google Search, Display, Shopping, and Remarketing, as well as social platform ad networks. Campaigns are built around defined ROAS targets, conversion tracking, smart bidding, A/B ad testing, and continuous budget optimisation.

3.2.4  Social Media Management & Short-Form Video

Full-service social media management including content strategy, calendar production, creative content and short-form video production (TikTok, Instagram Reels, YouTube Shorts), community management, paid amplification, influencer collaborations, and social commerce integrations.

3.2.5  Reputation Marketing & Review Management

Ethical review acquisition programmes, response management frameworks, listing and citation clean-up, review widget syndication on client websites, sentiment analysis, and crisis response templates designed to improve brand reputation and Local SEO performance.

3.2.6  AI Chatbots & Conversational Commerce

Design, build, and deployment of AI-powered chatbot solutions for lead qualification, appointment booking, FAQ handling, ecommerce checkout assistance, and in-chat payments. Includes CRM integrations (HubSpot, Salesforce, Pipedrive), multilingual support, analytics on intent and funnel drop-off, and A/B testing of conversation flows.

3.3  Scope of Each Engagement

The specific scope of Services rendered in any engagement is defined in the applicable Service Agreement (proposal, statement of work, or written confirmation). Services described on this website or in marketing materials are illustrative; only those services expressly agreed in writing will be delivered.

3.4  Service Delivery Timelines

Estimated timelines provided in proposals and on the website are indicative only. Actual timelines may be affected by factors including client responsiveness, approval turnaround times, third-party dependencies, content readiness, or Force Majeure Events. Gemial Digital will communicate timeline changes promptly.

3.5  Third-Party Platforms

Some Services are delivered through or on Third-Party Platforms whose own terms of service, privacy policies, and advertising policies apply. Gemial Digital is not responsible for changes to platform algorithms, ad policies, ranking methodologies, or feature availability made by third parties. Clients are responsible for ensuring their own compliance with applicable platform policies.

3.6  Subcontractors

Gemial Digital may engage vetted specialist subcontractors or freelancers to deliver certain elements of a project. Gemial Digital remains responsible for the quality and delivery of all Deliverables and ensures all subcontractors are bound by appropriate confidentiality and quality obligations.

4.  Client Obligations

4.1  Accurate Information

Clients must provide complete, accurate, and up-to-date information required for service delivery, including but not limited to: brand guidelines and assets, access credentials, audience and market data, product and service information, and any legally required disclosures. Providing inaccurate or misleading information may affect service quality and timelines.

4.2  Timely Feedback and Approvals

Successful delivery of Services depends on timely client participation. Clients agree to review and respond to requests for feedback, approvals, and content within the timeframes specified in the applicable Service Agreement. Delays caused by late client approvals will not be attributed to Gemial Digital and may result in revised delivery timelines or additional charges.

4.3  Access and Credentials

Clients must grant Gemial Digital timely access to all platforms, accounts, tools, and systems necessary for service delivery — including Google Ads accounts, website CMS platforms, CRM systems, social media accounts, and analytics platforms. Access must be provided at the appropriate permission level and in a secure manner.

4.4  Legal Compliance of Client Content

Clients are solely responsible for ensuring that all content, products, and services they provide or advertise comply with applicable Kenyan laws and regulations, all relevant Third-Party Platform policies, and any industry-specific regulations. Gemial Digital will not knowingly facilitate advertising that is misleading, illegal, or in breach of platform policies.

4.5  Prohibited Uses

Clients may not instruct or use Gemial Digital’s Services to:

• Advertise illegal goods, services, or activities.
• Engage in deceptive, misleading, or fraudulent marketing practices.
• Infringe the intellectual property rights of any third party.
• Violate the terms of service of any Third-Party Platform.
• Target minors with inappropriate advertising content.
• Conduct unlawful data collection, spam campaigns, or privacy-violating practices.

Gemial Digital reserves the right to immediately suspend or terminate Services if a Client is found to be in breach of this clause, without liability for any resulting loss.

5.  Quotes, Proposals & Engagement Process

5.1  Free Quote and Free Audit

Submission of a quote request, contact form, or free audit request on this website is not a binding commitment on either party. It is an invitation to discuss a potential engagement. Gemial Digital will respond with a proposal or a request for further information.

5.2  Proposals and Statements of Work

A formal written proposal or Statement of Work (SOW) constitutes Gemial Digital’s offer. A Service Agreement is formed when the Client provides written acceptance of the proposal — including confirmation by email, digital signature, or payment of a required deposit. The Service Agreement, together with these Terms, constitutes the entire agreement for that engagement.

5.3  Scope Changes

Any modifications to agreed scope — including additional pages, features, campaigns, platforms, or services — must be agreed in writing before additional work commences. Work falling outside the agreed scope (“scope creep”) may incur additional charges at Gemial Digital’s standard or agreed rates and may affect delivery timelines.

5.4  Cancellation Before Project Commencement

If a Client cancels an engagement after signing or confirming a Service Agreement but before work has commenced, any non-refundable deposit paid shall be retained by Gemial Digital to cover preparation, planning, and administrative costs incurred. Any amounts paid beyond the deposit will be refunded within 14 business days.

6.  Fees, Payment & Billing

6.1  Pricing and Currency

All fees are quoted and invoiced in Kenyan Shillings (KES) or, where mutually agreed, another currency as specified in the proposal. Fees are stated exclusive of any applicable taxes unless explicitly noted otherwise.

6.2  Deposit Requirement

Most project engagements require a deposit — typically 30–50% of the total project value — to be paid before work commences. The exact deposit amount is specified in the proposal. Deposits are non-refundable once work has commenced, except in cases where Gemial Digital fails to commence work without reasonable cause.

6.3  Payment Milestones

Project-based work is typically billed in milestones tied to agreed deliverable stages (e.g., design approval, development completion, launch). Retainer and ongoing service engagements are billed monthly in advance. Specific milestone schedules are set out in each Service Agreement.

6.4  Accepted Payment Methods

Gemial Digital accepts payment by bank transfer, mobile money (M-Pesa), or such other payment methods as specified on the invoice. Payment details will be included on all invoices.

6.5  Late Payment

Invoices are due on the date stated on the invoice (typically 7 or 14 days from issue). Invoices remaining unpaid beyond 14 days of the due date will attract a late payment charge of 2% per month (or part thereof) on the outstanding balance. Gemial Digital reserves the right to pause or suspend Services on accounts with overdue invoices exceeding 14 days, without liability for any resulting delays or losses.

6.6  Taxes and Withholding

Clients are responsible for any withholding taxes, VAT, or other levies applicable in their own jurisdiction. Gemial Digital will comply with all applicable Kenyan tax obligations and will issue tax-compliant invoices. Where applicable, clients are responsible for remitting any withheld amounts to the relevant tax authority and providing Gemial Digital with proof of remittance where required.

6.7  Advertising Spend (Ad Spend)

Ad Spend paid to Third-Party Platforms such as Google or Meta is billed separately from Gemial Digital’s management fees. Ad Spend is either charged directly to the Client’s own platform account or passed through to the Client as a line item on an invoice. Gemial Digital’s campaign management fee is charged in addition to and is entirely distinct from any Ad Spend.

6.8  Disputed Invoices

Clients must raise any billing disputes in writing to info@gemialdigital.com within 14 days of receiving an invoice. Undisputed portions of any invoice remain due and payable by the original due date. Gemial Digital will investigate and respond to any legitimate billing dispute in good faith within 10 business days.

7.  Intellectual Property

7.1  Client-Owned Materials

All content, data, logos, trademarks, brand assets, and other materials provided by the Client to Gemial Digital remain the sole property of the Client. The Client grants Gemial Digital a non-exclusive licence to use such materials solely for the purpose of delivering agreed Services.

7.2  Bespoke Deliverables — Transfer of Ownership

Upon receipt of full and final payment for an engagement, ownership of bespoke Deliverables created specifically for the Client — including custom website code, custom design files, and original written content created for the Client’s brand — transfers to the Client, subject to the exceptions in clause 7.3.

7.3  Gemial Digital’s Retained Intellectual Property

Gemial Digital retains full ownership of all proprietary frameworks, methodologies, templates, tools, pre-existing code libraries, design systems, data models, and processes developed by or belonging to Gemial Digital prior to or independently of any client engagement. Where such proprietary assets are incorporated into Deliverables, the Client receives a non-exclusive, non-transferable, royalty-free licence to use those assets as embedded within the Deliverables, for the duration of the Client’s use of the relevant Deliverable.

7.4  Third-Party Software Licences

Where a Deliverable incorporates third-party software, plugins, themes, fonts, stock imagery, or SaaS tools subject to third-party licences, the Client is responsible for obtaining and maintaining the applicable licences. Gemial Digital will identify all material third-party components in the relevant Service Agreement and assist with licence transfer where possible.

7.5  Portfolio and Case Study Rights

Gemial Digital reserves the right to reference and display completed work — including project descriptions, results summaries, and anonymised or approved case studies — in its portfolio, on its website, in pitch materials, and in marketing communications. Clients who wish to restrict this right must notify Gemial Digital in writing prior to project completion. Gemial Digital will always seek written approval before publishing identifiable client details in public case studies.

7.6  Website Content

All original content published on gemialdigital.com — including blog articles, guides, reviews, images, and marketing materials — is the intellectual property of Gemial Digital and is protected by applicable copyright law. Reproduction, republication, or adaptation of this content without prior written permission is strictly prohibited. Brief quotations with proper attribution and a link to the original source are permitted for editorial or educational purposes.

8.  Confidentiality

8.1  Mutual Obligation

Both parties agree to keep confidential all Confidential Information received from the other party in connection with any service engagement, and to use such Confidential Information solely for the purpose of performing or receiving the agreed Services. Each party will apply at least the same level of care to protecting the other’s Confidential Information as it applies to its own confidential information.

8.2  Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party is given reasonable prior notice where legally permissible.

8.3  Duration

Confidentiality obligations under these Terms survive termination of any service engagement for a period of two (2) years from the date of termination or completion of the relevant engagement.

8.4  Handling of Credentials and Access

Client account credentials, platform access keys, API tokens, and login details shared with Gemial Digital will be stored securely, used solely for the delivery of agreed Services, and will not be shared with unauthorised parties. Gemial Digital will promptly notify the Client if any credentials are believed to have been compromised.

9.  Data Protection & Privacy

9.1  Data Controller and Processor Roles

Gemial Digital acts as a data controller in respect of personal data collected from website visitors (e.g., through contact forms, analytics, and cookies). In the context of service delivery, where Gemial Digital processes personal data on behalf of a Client, Gemial Digital acts as a data processor and the Client acts as the data controller. Where required by applicable law, the parties will enter into a formal data processing agreement.

9.2  Compliance with the Kenya Data Protection Act 2019

Gemial Digital processes personal data in accordance with the Kenya Data Protection Act 2019 and any regulations made thereunder. Personal data is collected and processed lawfully, fairly, and transparently; used only for the purposes for which it was collected; kept accurate and up to date; stored securely; and retained only for as long as necessary.

9.3  Client Data

Any personal data provided by Clients — including contact information, business details, account credentials, and customer data shared for campaign targeting — is used solely for the purpose of delivering the agreed Services and is handled in accordance with Gemial Digital’s Privacy Policy and applicable data protection law.

9.4  Marketing Communications

By submitting a contact form, quote request, or booking form on this website, you may consent to receive relevant marketing communications from Gemial Digital, including service updates, guides, and promotional content. You may withdraw this consent and opt out of marketing communications at any time by emailing info@gemialdigital.com or clicking the unsubscribe link in any marketing email.

9.5  Analytics, Cookies, and Tracking

This website uses cookies, analytics tools, and tracking technologies — including Google Analytics and advertising pixels — to analyse website traffic, improve user experience, and measure the performance of marketing campaigns. By using this website, you consent to our use of such technologies in accordance with our Cookies Policy.

9.6  Privacy Policy

Full details of the personal data we collect, how we use it, your data subject rights (including the right to access, rectification, and erasure), and how to exercise those rights are set out in our Privacy Policy, available at gemialdigital.com/privacy-policy/. The Privacy Policy forms part of these Terms.

10.  Affiliate & Commercial Relationships

10.1  Affiliate Links

The website contains affiliate links to third-party tools, software, and services. If you click an affiliate link and make a qualifying purchase, Gemial Digital may receive a commission from the vendor at no additional cost to you. The use of affiliate links does not increase the price you pay for any product or service.

10.2  Editorial Independence

Affiliate relationships do not influence Gemial Digital’s editorial recommendations or reviews. We only recommend tools and services that we genuinely consider valuable based on our own experience, testing, or trusted research. If we would not recommend a product to our clients, we will not recommend it on this website.

10.3  Sponsored Content

Gemial Digital occasionally publishes sponsored or brand-partnership content. Any content that is sponsored or involves a commercial relationship with a vendor will be clearly labelled as such. Sponsorship may involve payment or access to products for testing but does not override our editorial control or honesty.

10.4  Full Affiliate Disclosure

Our complete Affiliate Disclosure, including details of how we select products and handle sponsored relationships, is available at gemialdigital.com/affiliate-disclosure/. The Affiliate Disclosure forms part of these Terms.

10.5  No Responsibility for Third-Party Products

Gemial Digital is not responsible for the products, services, pricing, quality, or policies of any third party linked to or recommended on this website. Any purchase or engagement with a third party following a recommendation on this website is at your own risk and subject to the third party’s own terms and conditions.

11.  Performance, Results & No-Guarantee Disclaimer

11.1  No Guaranteed Outcomes

Digital marketing results — including but not limited to search engine rankings, website traffic, advertising performance, lead volume, social media growth, review ratings, and revenue — depend on a wide range of factors that are outside Gemial Digital’s control. These include, without limitation: search engine and platform algorithm changes, market and competitive conditions, economic factors, the quality and competitiveness of the Client’s own products and pricing, and the Client’s responsiveness in providing content and approvals. Gemial Digital does not guarantee any specific results unless expressly stated in writing in a signed Service Agreement.

11.2  SEO and GEO

Search engine and AI-platform rankings fluctuate by nature. Early ranking improvements do not guarantee sustained or improved rankings over time. Changes to search engine algorithms, competitor activity, or technical issues on the Client’s website may affect rankings at any time. Gemial Digital commits to applying best-practice, white-hat SEO and GEO techniques but cannot guarantee specific positions.

11.3  PPC and Paid Advertising

Paid advertising performance is subject to auction dynamics, Ad Spend budget, platform policy changes, creative quality, landing page performance, and audience behaviour. Return on Ad Spend (ROAS) and cost-per-acquisition (CPA) targets stated in proposals are goals based on available data and are not guarantees of performance.

11.4  Reputation Marketing

Review acquisition outcomes depend on Client responsiveness, customer participation, and platform policies. Gemial Digital cannot guarantee a specific number of new reviews, a specific star rating, or removal of existing negative reviews from third-party platforms.

11.5  AI Chatbots

Chatbot conversion and lead qualification performance depends on the quality of training data, integration depth, the nature of user queries, and the Client’s own products or services. Gemial Digital does not guarantee specific conversion rates from chatbot interactions.

11.6  Best Efforts Commitment

Notwithstanding the above, Gemial Digital commits to applying professional skill, expertise, care, and industry best practices to every engagement. We will monitor performance, communicate proactively, and optimise campaigns on an ongoing basis to maximise results within agreed parameters.

12.  Limitation of Liability

12.1  Cap on Liability

To the maximum extent permitted by applicable Kenyan law, Gemial Digital’s total aggregate liability to a Client arising out of or in connection with any service engagement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees actually paid by that Client to Gemial Digital in the three (3) calendar months immediately preceding the event giving rise to the claim.

12.2  Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, Gemial Digital shall not be liable for any: (a) loss of profit or anticipated profit; (b) loss of revenue; (c) loss of business or contracts; (d) loss of data or corruption of data; (e) loss of goodwill or reputation; (f) business interruption; or (g) any indirect, consequential, special, incidental, or punitive loss or damage, whether or not such losses were foreseeable or Gemial Digital had been advised of their possibility.

12.3  Third-Party Platform Failures

Gemial Digital shall not be liable for any loss, delay, or damage caused by outages, technical failures, policy changes, account suspensions, algorithm updates, or data loss occurring on Third-Party Platforms including but not limited to Google, Meta, TikTok, hosting providers, and CRM systems. Gemial Digital will take reasonable steps to mitigate the impact of such events.

12.4  Client-Caused Issues

Gemial Digital shall not be liable for any loss or damage arising from: (a) inaccurate or incomplete information provided by the Client; (b) delays caused by the Client’s failure to meet agreed timelines or approval requirements; (c) the Client’s own breach of Third-Party Platform terms; or (d) the Client’s use of Deliverables in a manner inconsistent with Gemial Digital’s guidance.

12.5  Non-Excludable Liability

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by Gemial Digital’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded or limited under applicable Kenyan law.

13.  Warranties & Representations

13.1  Gemial Digital’s Warranties

Gemial Digital warrants that:

• Services will be delivered with reasonable professional skill, care, and diligence.
• Gemial Digital holds the necessary expertise, resources, and authorisations to perform the agreed Services.
• Bespoke Deliverables will not, to the best of Gemial Digital’s knowledge, infringe any third-party intellectual property rights.
• Gemial Digital will comply with all applicable laws and regulations in the performance of the Services.

13.2  Client’s Warranties and Representations

The Client warrants and represents that:

• It has the full legal right and authority to enter into a Service Agreement and to be bound by these Terms.
• All materials, content, brand assets, and data provided to Gemial Digital are owned by or properly licensed to the Client, and their use by Gemial Digital for the agreed Services will not infringe any third-party rights.
• The Client’s products, services, and advertising content comply with all applicable laws, regulations, and platform policies.
• The Client will not use the Services for any unlawful or prohibited purpose.

13.3  Website Content Disclaimer

Content published on gemialdigital.com — including blog articles, guides, tool reviews, and resource pages — is provided for general informational and educational purposes only. While Gemial Digital endeavours to keep content accurate and up to date, no warranty is given as to its completeness, accuracy, or fitness for any particular purpose. Such content does not constitute professional marketing, legal, financial, or other professional advice, and should not be relied upon as such.

14.  Termination

14.1  Termination by the Client

A Client may terminate a Service Agreement by providing not less than thirty (30) days’ written notice to Gemial Digital at info@gemialdigital.com. All fees accrued for Services rendered up to the effective termination date remain due and payable. Any non-refundable deposit is retained by Gemial Digital. Prepaid retainer amounts for the period after the termination date will be refunded on a pro-rata basis.

14.2  Termination by Gemial Digital

Gemial Digital may terminate a Service Agreement: (a) with thirty (30) days’ written notice for any reason; or (b) immediately upon written notice for cause, including: the Client’s failure to pay any invoice within 30 days of the due date; the Client’s material breach of these Terms that remains unremedied for 10 business days after written notice; the Client’s insolvency or inability to pay debts; or the Client’s instruction to engage in illegal, unethical, or abusive conduct.

14.3  Effect of Termination

Upon termination of a Service Agreement: each party will promptly return or securely destroy the other party’s Confidential Information; Gemial Digital will provide reasonable assistance to transition campaign assets, account access, and Deliverables to the Client or a nominated successor agency; all outstanding fees remain payable; and the provisions of these Terms that are intended to survive termination will continue in full force.

14.4  Outstanding Deliverables

Completed and approved Deliverables that have been invoiced but not yet paid for remain the property of Gemial Digital until full payment is received. Gemial Digital has no obligation to transfer or hand over Deliverables to the Client while any sums remain overdue.

14.5  Surviving Clauses

The following clauses survive termination of any service engagement: Section 7 (Intellectual Property), Section 8 (Confidentiality), Section 9 (Data Protection), Section 12 (Limitation of Liability), Section 18 (Dispute Resolution), Section 19 (Governing Law), and any payment obligations for Services already rendered.

15.  Website Use & Acceptable Use Policy

15.1  Permitted Use

This website is made available for personal and legitimate commercial purposes — specifically to learn about Gemial Digital’s services, access our published content and resources, and initiate an engagement with us. You may not use this website for any unlawful, harmful, or unauthorised purpose.

15.2  Prohibited Conduct

When accessing or using this website, you must not:

• Attempt to gain unauthorised access to any part of the website, its servers, or any connected systems or networks.
• Introduce or distribute viruses, malware, ransomware, spyware, or any other harmful code.
• Scrape, harvest, or collect data from this website using automated tools, bots, or scripts without prior written permission.
• Attempt to reverse engineer, decompile, or extract the source code of any part of this website.
• Use this website to transmit spam, unsolicited commercial communications, or phishing content.
• Impersonate Gemial Digital, its team members, or any other person or entity.
• Copy, reproduce, distribute, or adapt website content (including blog posts, guides, and service descriptions) without Gemial Digital’s prior written consent, except for brief quotations with proper attribution.

15.3  Links to Third-Party Sites

This website contains links to third-party websites, including affiliate links, tool recommendations, and external resources. These links are provided for your convenience. Gemial Digital does not endorse, control, or take responsibility for the content, practices, or policies of any third-party website. Your use of any third-party site is at your own risk and subject to that site’s own terms.

15.4  Website Availability

Gemial Digital endeavours to keep this website available at all times but does not guarantee uninterrupted or error-free access. The website may be temporarily unavailable due to maintenance, technical issues, updates, or circumstances beyond our control. Gemial Digital is not liable for any loss or inconvenience arising from website unavailability.

15.5  Accuracy of Website Information

While we make reasonable efforts to keep all website information — including service descriptions, pricing information, and blog content — accurate and current, Gemial Digital does not warrant that all information is complete or free from error. Pricing and service details may change without notice; please contact us for current information before making any decisions.

16.  Blog, Resources & Free Content

16.1  Informational Purposes Only

The blog articles, guides, how-to posts, tool comparisons, and resource materials published on this website are provided for general informational and educational purposes only. They do not constitute professional marketing, legal, financial, technical, or other professional advice and should not be relied upon as such. Always seek professional advice appropriate to your specific circumstances before making business decisions.

16.2  Accuracy and Currency of Content

The digital marketing industry changes rapidly. While Gemial Digital makes reasonable efforts to ensure that blog and resource content is accurate, current, and relevant at the time of publication, we cannot guarantee that all content remains accurate after publication. Readers are encouraged to verify information independently, particularly for time-sensitive topics such as platform features, pricing, and advertising policies.

16.3  Free Digital Marketing Audit

The free 30-minute digital marketing audit offered on this website is provided at Gemial Digital’s discretion as a complimentary service to demonstrate our capabilities. The audit: is non-binding on either party; does not constitute a formal service engagement or proposal; is based on publicly available information and limited initial analysis; and does not guarantee the same findings or recommendations as a full paid engagement. Gemial Digital may withdraw the free audit offer at any time without notice.

16.4  Tool and Product Recommendations

Reviews and recommendations of third-party tools, software, and services on this website reflect Gemial Digital’s honest assessment based on our own experience, testing, and research at the time of review. Product features, pricing, and quality may change after a review is published. Some recommendations contain affiliate links — see Section 10 and our Affiliate Disclosure for full details. Users should conduct their own due diligence before purchasing any tool or service.

17.  Force Majeure

17.1  Force Majeure Events

Neither party shall be in breach of these Terms or any Service Agreement, nor liable for any delay in performing or failure to perform any of its obligations, if and to the extent such delay or failure results from a Force Majeure Event. A Force Majeure Event means any event beyond the reasonable control of the affected party, including but not limited to: acts of God or natural disasters; acts of government or regulatory authority; wars, civil unrest, or terrorism; pandemics or public health emergencies; widespread internet or telecommunications infrastructure failures; or sustained outages of Third-Party Platforms critical to service delivery.

17.2  Notice and Mitigation

The party affected by a Force Majeure Event shall notify the other party in writing as soon as reasonably practicable, describing the nature of the event and its expected impact on performance. Both parties will take all reasonable steps to mitigate the impact of the Force Majeure Event and resume normal performance as soon as possible.

17.3  Extended Force Majeure

If a Force Majeure Event continues for more than sixty (60) consecutive days and performance of the affected obligations remains impossible or materially impaired, either party may terminate the affected Service Agreement by giving fourteen (14) days’ written notice, without penalty. In such case, the Client shall pay for all Services rendered and Deliverables completed prior to termination; Gemial Digital shall refund any pre-paid fees for Services not yet rendered on a pro-rata basis.

18.  Dispute Resolution

18.1  Good Faith Negotiation

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or any Service Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. The party raising the dispute must notify the other in writing, clearly describing the nature of the dispute and the remedy sought. The parties will then engage in direct discussions in good faith for a period of thirty (30) days from the date of the written notice.

18.2  Mediation

If the dispute is not resolved through negotiation within thirty (30) days, the parties agree to attempt resolution through mediation by a mutually agreed, independent mediator based in Nairobi, Kenya. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

18.3  Legal Proceedings

If mediation fails to resolve the dispute within sixty (60) days of commencement (or such other period as the parties may agree), either party may pursue resolution through the courts of Kenya. Nothing in this Section prevents either party from seeking urgent injunctive or other emergency relief from a court of competent jurisdiction where necessary to protect its rights.

18.4  Jurisdiction

Both parties submit to the exclusive jurisdiction of the courts of the Republic of Kenya for the resolution of any dispute that cannot be resolved by negotiation or mediation.

19.  Governing Law

These Terms, and any Service Agreement entered into pursuant to them, are governed by and construed in accordance with the laws of the Republic of Kenya, including but not limited to the Law of Contract Act (Cap. 23), the Kenya Information and Communications Act, the Data Protection Act 2019, and the Consumer Protection Act 2012 (to the extent applicable). Any reference to statutory provisions includes any amendment, re-enactment, or successor legislation.

20.  General Provisions

20.1  Severability

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

20.2  Waiver

A party’s failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach of the same or any other provision.

20.3  Entire Agreement

These Terms, together with any applicable Service Agreement and the Privacy Policy, Cookies Policy, and Affiliate Disclosure incorporated herein by reference, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior representations, discussions, negotiations, and agreements, whether written or oral.

20.4  Assignment

The Client may not assign or transfer any of its rights or obligations under these Terms or any Service Agreement without the prior written consent of Gemial Digital. Gemial Digital may assign these Terms or any Service Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its business assets, provided that the successor entity assumes all obligations under the applicable agreement.

20.5  Relationship of the Parties

The relationship between Gemial Digital and the Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

20.6  Notices

All formal notices under these Terms must be in writing and delivered by email to the address specified in the applicable Service Agreement, or in the case of Gemial Digital, to info@gemialdigital.com. A notice sent by email is deemed received at the time of transmission, provided no delivery failure notification is received by the sender within 24 hours.

20.7  Headings

Section headings in these Terms are for convenience only and do not affect the interpretation of any provision.

21.  Contact Information

For any questions, concerns, or notices relating to these Terms or Gemial Digital’s services, please contact us using the details below:

Business Name: Gemial Digital

Email: info@gemialdigital.com

Phone: +254 792 265 122 / +254 723 175 402

Contact Page: gemialdigital.com/contact/

Location: Nairobi, Kenya

We aim to respond to all enquiries within two (2) business days. For urgent matters relating to data protection or legal notices, please mark your email accordingly in the subject line.

Thank you for taking the time to read our Terms and Conditions.