Maintenance Agreement

A Maintenance Agreement in Kenya is a legally binding service contract governed by the Law of Contract Act Cap. 23 under which a service provider (the contractor) agrees to provide ongoing maintenance, repair, inspection, or support services to a client in respect of specified equipment, facilities, or systems, in exchange for a periodic fee. The agreement records the scope of maintenance services, the frequency of scheduled maintenance visits, response time commitments for emergency call-outs, parts and labour arrangements, service level standards, and the consequences of non-performance.

The Law of Contract Act Cap. 23 provides the essential legal framework for all service contracts in Kenya, requiring valid offer and acceptance, lawful consideration, legal capacity of the parties, and lawful purpose. A Maintenance Agreement, once signed, is an enforceable contract under which either party may seek damages, specific performance, or other remedies in the Kenyan courts in the event of a breach.

Maintenance agreements are used across a wide range of industries in Kenya. Building owners and property managers in Nairobi, Mombasa, Kisumu, Nakuru, and Eldoret enter into maintenance contracts with facilities management companies for the upkeep of lifts, escalators, air conditioning systems, fire safety equipment, standby generators, plumbing and electrical infrastructure, and CCTV systems. The National Construction Authority, established under the National Construction Authority Act No. 41 of 2011, regulates contractors involved in construction and maintenance works and requires them to be registered before undertaking works above certain thresholds.

Manufacturers and distributors of industrial equipment enter into maintenance agreements with their Kenyan customers to confirm the continued operation of production machinery, agricultural equipment, medical devices regulated under the Medical Devices Regulations issued under the Pharmacy and Poisons Act Cap. 244, and information technology infrastructure. IT maintenance agreements commonly cover server hardware, network equipment, and software support, operating alongside software licence agreements governed by the Copyright Act Cap. 130.

The Employment Act No. 11 of 2007 and the Occupational Safety and Health Act No. 15 of 2007 impose duties on employers to maintain safe working environments, creating compliance-driven demand for professional maintenance agreements covering fire suppression systems certified under the Fire Risk Reduction Rules, 2007, pressure vessels inspected under the Work Injury Benefits Act No. 13 of 2007, and electrical installations inspected under the Energy Act No. 1 of 2019.

The Kenya Maintenance Agreement Maintenance Agreement template at forms-legal.com is suitable for building maintenance, equipment service contracts, IT support agreements, generator maintenance, and other recurring service arrangements governed by Kenyan law. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 15 of the Employment Act 2007 (No. 11 of 2007) govern the core requirements for this type of document.

The legal framework governing the Maintenance Agreement in Kenya draws on several key statutes and regulatory bodies. Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Parties executing a Maintenance Agreement in Kenya should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Law of Contract Act Cap. 23 sets the foundational requirements.

A Maintenance Agreement is needed in Kenya in any of the following situations.

When a property owner or building manager wishes to engage a facilities management company or specialist contractor for the regular upkeep of building systems — including lifts registered with the Kenya Lifts and Escalators Authority under the Energy and Petroleum Regulatory Authority, air conditioning plant, fire suppression systems, and backup power systems.

When a business purchases capital equipment — agricultural machinery, manufacturing plant, medical devices, commercial refrigeration units, or IT servers — and wishes to contract with the supplier or an authorised service provider for scheduled preventive maintenance and emergency repair services over the equipment's operational life.

When a landlord renting out commercial premises under a lease governed by the Landlord and Tenant (Shops, Hotels and Catering Establishments) Act Cap. 301 or a residential lease wishes to engage a contractor to maintain the property in accordance with their statutory obligations to keep the premises fit for habitation and in good repair.

When a government ministry, county government, state corporation, or public institution wishes to contract for the maintenance of public infrastructure — roads, water systems, public buildings — through a formal maintenance contract procured under the Public Procurement and Asset Disposal Act No. 33 of 2015, which requires written contracts for all procurement above the micro-procurement threshold.

When a hospitality business — hotel, resort, or restaurant — needs ongoing maintenance for kitchen equipment, laundry machinery, or refrigeration systems and wishes to confirm agreed response times for emergency breakdowns that could disrupt guest services and attract liability under the Hotels and Restaurants Act Cap. 494. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 2 of the Law of Contract Act (Cap 23) govern the core requirements for this type of document.

Parties in Kenya should prepare a Maintenance Agreement proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A thorough Maintenance Agreement in Kenya under the Law of Contract Act Cap. 23 should include the following key elements.

**Parties.** The agreement must identify the service provider (contractor) and the client by full legal name, registration number where applicable, and physical address. Where either party is a company registered under the Companies Act No. 17 of 2015, the company registration number should be stated. Where the contractor carries out works regulated by the National Construction Authority under the National Construction Authority Act No. 41 of 2011, the contractor's NCA registration number and category should be included.

**Scope of Services.** The agreement must define the maintenance services to be provided in sufficient detail. A scheduled maintenance schedule (preventive maintenance) should list the systems or equipment covered, the frequency of inspections and servicing visits, and the specific tasks to be performed at each visit. The scope should distinguish clearly between planned preventive maintenance included in the periodic fee and reactive (emergency) maintenance that may be billed separately or included within agreed call-out allowances.

**Equipment or Facility Description.** The agreement should attach a schedule listing the equipment, systems, or facilities to which the maintenance services apply, including manufacturer, model, serial number, and location. For building systems, the relevant installation permits from the National Construction Authority or the Energy and Petroleum Regulatory Authority should be referenced.

**Service Level Standards.** For each category of maintenance request, the agreement should specify the response time — for example, four hours for critical system failures affecting building safety, 24 hours for non-critical faults. Service levels for uptime guarantees, first-time fix rates, and escalation procedures where the initial technician cannot resolve the issue should be included. Penalties for failure to meet service levels — commonly in the form of service credits — should be stated clearly.

**Fees and Payment.** The periodic maintenance fee — monthly, quarterly, or annual — should be stated in Kenya Shillings (KES). The agreement should specify the payment method (bank transfer, M-Pesa, cheque), the invoice cycle, and the penalty for late payment. Provisions for price adjustments — for example, annual escalation linked to the Kenya National Bureau of Statistics Consumer Price Index — protect the contractor against inflation over the contract term.

**Parts and Materials.** The agreement should specify whether the contractor's fee includes parts and consumables or whether these are billed separately at cost plus an agreed mark-up. The use of original equipment manufacturer (OEM) parts versus compatible aftermarket parts should be addressed, particularly for equipment under manufacturer warranty.

**Liability and Indemnity.** The contractor's liability for damage caused during maintenance works, injury to persons, or third-party property damage should be defined. Both parties should carry appropriate insurance — the contractor should hold public liability insurance and, for works regulated by the National Construction Authority, contractor's all-risks insurance as required under the National Construction Authority (Building and Construction) Regulations.

**Health and Safety.** Maintenance works in Kenya are subject to the Occupational Safety and Health Act No. 15 of 2007. The agreement should require the contractor to comply with applicable health and safety legislation, provide appropriate personal protective equipment to its workers, and comply with any site-specific health and safety rules. The Directorate of Occupational Safety and Health Services (DOSHS) enforces these requirements and inspects workplaces.

**Term and Termination.** The agreement should specify the initial term (commonly one year, renewable annually), the notice period for termination without cause, and grounds for immediate termination including persistent failure to meet service levels and insolvency of the contractor. A transition period should be provided to allow the client to appoint a replacement contractor. The forms-legal.com template includes standard termination provisions aligned with Kenyan commercial practice. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 15 of the Employment Act 2007 (No. 11 of 2007) govern the core requirements for this type of document.