Commerce Terms
Last updated: 5 August 2026
1. Scope and seller
These Commerce Terms apply when a quotation, checkout, order acceptance, or invoice identifies BCE Systems Limited as the seller or service provider. BCE Systems Limited is incorporated in Kenya under company number PVT-7LU3DY6, with its registered office at The Address, 7th Floor, Muthangari Drive, Nairobi, Kenya.
If the order identifies BCE Systems (Somalia) or another entity as seller, that entity’s stated terms apply. A shared brand, website, or support channel does not change the contracting entity.
These terms apply to business customers and, where BCE agrees to sell to an individual acting for personal, domestic, or household purposes, consumers. A provision does not exclude or reduce a mandatory right under the Consumer Protection Act, the Sale of Goods Act, or another applicable law. If there is a conflict, the mandatory right prevails.
2. Contract documents and priority
The contract consists of the following documents, in descending order of priority unless a signed agreement expressly states otherwise:
a signed master agreement, statement of work, or negotiated contract;
BCE’s written order acceptance or accepted quotation;
these Commerce Terms;
the Warranty, Returns and Delivery Policy; and
product information expressly incorporated into the order.
A customer purchase order may identify products, quantities, delivery details, and administrative references. Pre-printed or linked customer terms do not vary the contract unless an authorised BCE representative expressly accepts them in writing.
3. Information provided before an online order
Before an online customer submits an order, BCE will make the following information clear and available to retain or print:
BCE’s identity and contact details and, where relevant, the payment provider;
the main characteristics, quantity, configuration, licence term, and compatibility information reasonably needed to understand the product or service;
the total price, applicable taxes, delivery charges, recurring charges, and any other unavoidable cost known at that time;
payment method and timing;
delivery or performance arrangements and material restrictions;
cancellation, return, warranty, renewal, and termination information;
the duration of a subscription or continuing service; and
these terms and any material third-party licence or service terms.
The checkout will give the customer an express opportunity to accept or decline the proposed agreement and to identify and correct input errors before submission. BCE will provide an electronic confirmation that can be retained. These controls are intended to meet the internet-agreement requirements of the Consumer Protection Act and the electronic-contract provisions of the Kenya Information and Communications Act.
4. Orders and contract formation
An online order or purchase order is the customer’s offer to buy. An automated receipt only confirms that BCE received the offer. BCE accepts the offer when it sends an express order acceptance, signs the relevant contract, begins performance with the customer’s agreement, or dispatches the goods, whichever occurs first.
BCE may reject or request changes to an order because of availability, pricing error, credit, regulatory restriction, suspected fraud, end-use concern, inability to obtain an authorisation, or another reasonable commercial or legal ground. If BCE has received money for an order it does not accept, BCE will return that money through the original or another agreed payment method.
No salesperson, website statement, or informal communication changes an accepted order unless an authorised representative records the change in writing.
5. Products, configurations, and services
Product images are illustrative. The accepted order controls the agreed model, quantity, configuration, deliverables, and performance criteria. BCE may propose an equivalent replacement where a product is discontinued or unavailable, but will not make a material substitution without the customer’s agreement.
Performance of radio, connectivity, security, power, broadcast, and ICT systems depends on site conditions, spectrum, network availability, interoperability, installation, configuration, maintenance, user practices, and third-party services. A performance or coverage commitment applies only where it is stated in the accepted order or an approved design.
Advice based on information supplied by the customer assumes that information is complete and accurate. BCE will exercise reasonable skill and care in professional and integration services.
6. Prices, taxes, and payment
Prices are in the currency stated and exclude or include taxes only as the quotation or checkout expressly says. Before an online contract is formed, BCE will display the total payable and any known delivery or additional charge. The customer is responsible for a tax, duty, import charge, bank fee, or government levy allocated to it in the accepted order or imposed by law.
Payment is due at the time and by the method stated in the order. A payment service provider may process funds under its own terms and privacy notice. BCE remains responsible for its obligations as seller; the payment provider does not become the seller merely by processing payment.
For a business customer, BCE may suspend undelivered performance after written notice if an undisputed amount is overdue. Interest may be charged only at the rate stated in the accepted order or otherwise permitted by law.
7. Delivery, acceptance, title, and risk
Delivery dates are estimates unless the accepted order makes a date expressly binding. BCE will keep the customer informed of a material delay. Partial delivery is permitted only where reasonable and does not materially prejudice the customer or where the customer agrees.
Delivery occurs at the agreed location or when the goods are made available under the agreed delivery term. Risk of loss or damage passes on delivery, subject to any mandatory consumer rule and any Incoterm expressly stated in the order.
Title to goods remains with BCE until BCE receives cleared payment in full for those goods. Until title passes, a business customer must keep the goods identifiable, properly protected, and free from a security interest. This retention of title does not allow BCE to recover goods contrary to insolvency law, consumer law, or another mandatory rule.
The customer should record visible shortage or transit damage on the delivery document and notify BCE promptly, preferably within 5 business days. That request supports investigation with the carrier; it does not extinguish a claim for a latent defect, a statutory right, or a loss the customer could not reasonably identify earlier.
8. Site readiness and customer responsibilities
The customer must provide timely access, accurate requirements, authorised contacts, safe working conditions, compatible infrastructure, power, network, permits, and decisions reasonably needed for performance. The customer is responsible for its own backups, cyber hygiene, user administration, and operation within the manufacturer’s stated conditions unless the contract allocates a task to BCE.
If delay or extra cost is caused by inaccurate information, unsafe conditions, unavailable access, or another customer dependency, BCE may adjust the programme and charge reasonable, evidenced additional cost after giving notice. BCE will take reasonable steps to mitigate the effect.
9. Licences, subscriptions, and third-party services
Software, cloud services, airtime, content, and manufacturer support may be licensed rather than sold and may be subject to identified third-party terms. BCE will make material terms available before the customer is bound. The customer must use the service within the licence scope and applicable law.
A subscription continues for the term stated in the order. Renewal, price review, minimum commitment, data-export, and termination terms must be stated before purchase. BCE will not impose an undisclosed automatic renewal or recurring charge.
A third-party service may be changed or withdrawn by its provider. BCE will use reasonable efforts to communicate a material change affecting an active order and will provide the remedy required by the contract and applicable law.
10. Regulatory, import, and end-use requirements
Each party must comply with laws applicable to its role, including licensing, spectrum, type approval, customs, import, export, sanctions, anti-bribery, privacy, and lawful end use. The accepted order should allocate responsibility for licences and approvals.
The customer must not obtain or use a product for an unlawful purpose, provide false end-user information, remove a required regulatory label, or export or transfer a controlled item contrary to law. BCE may pause or refuse performance where reasonably necessary to investigate and comply with a legal or human-rights risk, and will communicate the basis to the extent law and security permit.
11. Cancellation and returns
A customer may cancel where the accepted order or mandatory law permits. An online consumer has the cancellation and other remedies provided by the Consumer Protection Act, including remedies where required pre-contract information, an opportunity to correct errors, or a retainable copy was not provided. Nothing in these terms shortens those statutory periods.
There is no general contractual right to return correctly supplied goods merely because a customer changes its mind, unless BCE agrees or the Warranty, Returns and Delivery Policy states otherwise. BCE may accept a business-customer cancellation before dispatch subject to reimbursement of reasonable, evidenced costs already incurred.
Special-order, configured, programmed, licensed, activated, personalised, or made-to-specification items may be non-cancellable after BCE commits to the supplier or begins configuration, but only to the extent permitted by law and clearly disclosed before the order. This restriction does not apply to defective, misdescribed, unsafe, or unlawfully supplied goods.
12. Warranties and remedies
Goods and services carry the express warranties stated in the accepted order and the Warranty, Returns and Delivery Policy. Manufacturer warranty periods vary and must be confirmed in the quotation or product record. BCE does not represent that every product has the same or a minimum manufacturer warranty unless the accepted order says so.
Applicable statutory conditions and warranties remain in force, including requirements relating to title, correspondence with description, fitness for a disclosed purpose, merchantable or reasonably acceptable quality, and services performed with reasonable care and skill. A manufacturer process or decision does not remove BCE’s responsibility as seller for a remedy required by law.
13. Intellectual property and customer material
BCE and its licensors retain intellectual-property rights in pre-existing tools, designs, software, documentation, and know-how. On full payment, the customer receives the licence expressly stated in the order or, if none is stated, a non-exclusive licence to use BCE-created deliverables internally for the purpose for which they were supplied. Third-party licence terms continue to apply.
The customer retains rights in material it supplies and grants BCE a limited right to use that material to perform the contract. Each party must respect the other’s confidential information and use it only for the contract, subject to lawful disclosure.
14. Personal data
Each party must comply with applicable data-protection law. The Privacy and Data Protection Notice explains BCE’s processing as controller. If BCE processes personal data solely on the customer’s instructions, the parties must enter a data-processing agreement addressing instructions, confidentiality, security, subprocessors, transfers, rights requests, incidents, return or deletion, and audit information.
15. Liability
Nothing in the contract excludes or limits liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, breach of a non-excludable statutory consumer right, or another liability that cannot lawfully be excluded or limited.
For a consumer, BCE’s liability is subject to the remedies and standards required by applicable law. No limitation applies in a way that would be unfair, unconscionable, misleading, or void under the Consumer Protection Act or Competition Act.
For a business customer, and subject to the first paragraph, neither party is liable for indirect or consequential loss or for loss of profit, revenue, anticipated saving, business opportunity, or goodwill. BCE’s total aggregate liability arising from an order will not exceed the amount paid or payable under that order, except to the extent a higher or different limit is stated in a signed contract or the limit would be unlawful. A party claiming loss must take reasonable steps to mitigate it.
16. Events beyond reasonable control
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, epidemic, conflict, civil disturbance, government restriction, border or customs disruption, carrier failure, utility or network outage, cyberattack despite reasonable safeguards, or manufacturer shortage. The affected party must notify the other, use reasonable efforts to reduce the effect, and resume performance when reasonably possible.
This section does not excuse payment already due. If the event prevents a material obligation for a prolonged period and the parties cannot agree a workable alternative, either may terminate the affected undelivered part on written notice, with an appropriate refund or payment for conforming performance already supplied.
17. Complaints and disputes
Send order and service complaints to bce@ke.bce.systems or the support channel shown on the order. BCE will acknowledge, investigate, and provide a reasoned response within a reasonable period.
Before ordinary court proceedings, each party should give written notice of the dispute and allow at least 14 days for good-faith negotiation. If unresolved, the parties should attempt mediation in Nairobi before a mutually agreed accredited mediator. A party may seek urgent interim relief, protect confidential information or intellectual property, exercise a mandatory consumer remedy, or complain to a regulator without first completing mediation. If proceedings are filed, the parties will cooperate with any lawful referral to court-annexed mediation.
The contract is governed by Kenyan law. Subject to a mandatory right to bring a claim elsewhere, the courts of Kenya have jurisdiction.
18. General
If a term is unlawful or unenforceable, it is adjusted only as needed and the rest remains effective. Delay is not a waiver. Neither party may transfer the contract without consent, not to be unreasonably withheld, except that BCE may transfer it in a bona fide reorganisation or sale if customer rights are not materially reduced. Legal notices must go to the order contact by a method that produces evidence of delivery; routine messages may use agreed channels.