We partner closely with our clients to turn ideas into high-impact reality.

1. Definitions

• Deliverables — the software, code, documentation, designs, reports or other materials specified in an SOW to be delivered by us.
• Intellectual Property Rights (“IPR”) — patents, copyrights, moral rights, trademarks, trade secrets, design rights, database rights and all other intellectual property rights.
• SOW — a document (Proposal, quote, statement of work, etc.) signed/accepted by both parties describing the specific project, scope, fees, timeline and special terms.
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2. Scope of Services

We will provide the Services substantially in accordance with the SOW. Any material change to scope must be agreed in writing (Change Order) and may result in adjustment of fees, timeline and/or other terms.

3. Client Responsibilities

You agree to:

• -Provide timely access to personnel, information, materials, accounts, APIs, servers, content, branding guidelines and feedback reasonably required;
• -Ensure all information supplied is accurate and you have the right to provide it;
• -Make payments when due.

Delay or failure in your obligations may suspend our performance and extend timelines without liability.

4. Fees & Payment

• -Fees are stated in the SOW (fixed price, time & materials, milestone-based, etc.).
• -Unless otherwise stated: invoices are issued in USD or UGX (as agreed), payable within 14 days of invoice date.
• -Late payments attract interest at 5% per month (or maximum allowed by law) from due date.
• -We may suspend work if any undisputed invoice remains unpaid > 21 days.
• -All fees exclude taxes (VAT, withholding tax etc.) — you are responsible for these unless explicitly stated otherwise.

5. Milestones, Acceptance & Revisions

• -Milestones and acceptance criteria (if any) are set out in the SOW.
• -You must test/review each Deliverable within the Acceptance Period (usually 7–10 business days unless stated otherwise).
• -Silence or use in production after the Acceptance Period = deemed acceptance.
• -Reasonable revisions within the original scope are included (number usually limited in SOW). Additional revisions or scope changes = Change Order + possible extra fees.
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6. Intellectual Property & Ownership

• –Pre-existing IP — each party retains ownership of its own pre-existing materials/IP. We grant you a limited licence to use our pre-existing IP only as necessary to receive the intended benefit of the Deliverables.
• –Newly created Deliverables (Foreground IP) — subject to full payment of all fees due: we assign (or will assign) to you all right, title and interest in the final Deliverables specifically created for you under the SOW (excluding our pre-existing tools, libraries, frameworks, generic components, know-how and background IP).
• -We retain a perpetual, royalty-free, worldwide licence to use non-client-specific generic code, tools, frameworks, components and know-how developed during the project in future projects (without using your confidential information).
• -You grant us a licence to use your name/logo in our marketing/portfolio (case studies, website) unless you expressly prohibit this in writing.
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7. Confidentiality

Each party will keep the other’s Confidential Information secret and use it only for performing/receiving the Services. This obligation survives termination for 3 years (or longer for trade secrets).

8. Warranties

We warrant that:

• -Services will be performed with reasonable skill and care by qualified personnel;
• -Deliverables will substantially conform to the agreed specifications for a period of 90 days after final acceptance (the “Warranty Period”).

Your sole remedy for breach of warranty during the Warranty Period is that we will correct material defects at no extra charge (provided defect is not caused by misuse, alteration by you, or combination with unauthorised materials).

Except as expressly stated, all warranties, conditions, representations (statutory or otherwise) are excluded to the maximum extent permitted by law.

9. Limitation of Liability

To the maximum extent permitted by law:

• -We are not liable for any indirect, consequential, special, punitive or exemplary damages (including loss of profits, revenue, data, business opportunity) even if advised of the possibility.
• -Our total aggregate liability under or in connection with any SOW shall not exceed 100% of the fees actually paid under that SOW.
• -Nothing in these Terms excludes/liabilities for death/personal injury caused by negligence, or fraud/willful misconduct.

10. Indemnity

You agree to indemnify us against claims/losses arising from:

• -Your content/data infringing third-party rights;
• -Your breach of these Terms;
• -Instructions/directions given by you that cause us to infringe third-party rights.
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11. Term & Termination

• -These Terms apply for the duration of all active SOWs.
• -Either party may terminate an SOW/relationship: For material breach (with 14–30 days cure period, depending on breach) or immediately if the other becomes insolvent/bankrupt.
• -On termination you must pay all outstanding fees for Services already performed. We may retain Deliverables until full payment.
• -Clauses intended to survive termination (IP, confidentiality, liability, governing law) survive.
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12. Force Majeure

Neither party is liable for delay/failure caused by events beyond reasonable control (natural disasters, war, government action, prolonged internet/power outages, etc.), provided the affected party notifies the other promptly.

13. Independent Contractor

We are independent contractors. Nothing creates partnership, joint venture, employment or agency.

14. Governing Law & Dispute Resolution

These Terms and all SOWs are governed by the laws of Uganda. Any dispute shall first attempt amicable resolution; failing that, exclusive jurisdiction of the courts of Kampala, Uganda.

15. Miscellaneous

• -Entire agreement — these Terms + SOW supersede prior discussions.
• -Amendments must be in writing signed by both parties.
• -If any provision is invalid, the remainder remains enforceable.
• -Notices — sent by email to the addresses in the SOW (or last known).