Terms of Service

1. Who these terms bind

These Terms of Service (the “Terms”) form a binding agreement between Tech-X, a software and design company registered in the United Republic of Tanzania (“Tech-X”, “we”, “us”), and the person or organisation engaging us (“you”, “the Client”).

You accept these Terms when you do any of the following: sign a Tech-X project agreement; pay a Tech-X invoice in whole or in part; create an account in the Tech-X client portal; or instruct us in writing to begin work.

If you are accepting on behalf of a company, you confirm you have authority to bind it.

2. What we agree to do

We provide software development, mobile application development, artificial intelligence solutions, graphic design and UI/UX design services, as set out in the written scope in your project agreement (the “Services”).

2.1 The scope is the contract

What we will deliver is what your agreement's scope says we will deliver. Anything not written there is outside the engagement, including features discussed in a call but never recorded, and integrations with third-party systems not named in the scope.

2.2 Changes to scope

Either side may request a change. We will price it, you approve it in writing, and only then does the work and the price change. Where a change alters the signed agreement, your portal flags that the signed version no longer matches and asks for a fresh signature.

2.3 Timelines

Dates in your agreement assume that you supply content, feedback, approvals and access when they are due. Where you do not, the delivery date moves by the length of the delay, and we will tell you in writing when that happens.

2.4 Subcontractors

We may use vetted subcontractors or specialist freelancers. We remain fully responsible to you for their work, and they are bound by the same confidentiality obligations we are.

3. What you agree to do

The engagement depends on things only you can provide. You agree to:

• Give us accurate, complete information about your requirements, and tell us promptly when something changes;
• Supply content — copy, images, logos, product data, legal text — by the dates in the agreement, in the formats we specify;
• Give feedback and approvals within five business days of being asked, unless a different period is agreed;
• Nominate one person with authority to approve work on your behalf, so we are not receiving conflicting instruction;
• Provide access to any systems, hosting accounts, domains or third-party services the work requires;
• Confirm that any material you supply is yours to supply and does not infringe anyone else's rights;
• Pay invoices by their due date.

4. Fees and the upfront deposit

4.1 The 50% upfront deposit

Unless your agreement says otherwise, 50% of the total project fee is invoiced as an upfront deposit when the agreement is signed. It is due within seven (7) days of the invoice date.

Work does not begin until the deposit clears. This is not a formality: the deposit reserves your slot in the delivery schedule and funds the first half of the team's time. Once it clears, your start date is fixed and your portal opens.

4.2 The balance

The remaining 50% is invoiced at handover and is due before the production launch or, for work with no launch event, within seven days of delivery. Source code, design files, credentials and ownership transfer on receipt of the balance.

4.3 Milestone payments

For engagements above TZS 8,000,000 the balance may be split across milestones. Where it is, the split is written into your agreement.

4.4 Retainers and hourly work

Retainers are invoiced monthly in advance. Hourly work is invoiced monthly in arrears against a time report, at the rate published on our pricing page at the time the work was done.

4.5 Third-party costs

Domains, hosting beyond what your agreement includes, app store developer accounts, paid APIs, licensed fonts and stock imagery are passed on at cost. They are listed separately in your quote and are payable in addition to the project fee.

4.6 Taxes

Prices exclude VAT and any other tax or duty that applies. Where withholding tax applies to a payment, you must gross the payment up so that we receive the invoiced amount in full, and supply the withholding certificate.

4.7 Late payment

Invoices unpaid seven days after the due date accrue interest at 2% per month on the outstanding balance. If an invoice is 21 days overdue we may suspend work and revoke access to staging environments and unlaunched deliverables until it is settled. We will always write to you before suspending anything.

5. Who owns what

5.1 What transfers to you

On receipt of the final payment, we assign to you all intellectual property rights in the deliverables created specifically for you under the agreement: the source code we wrote, the designs we drew, and the content we produced. The assignment is worldwide, perpetual and irrevocable.

5.2 What stays with us

We retain ownership of:

• Our pre-existing tools, libraries, frameworks, boilerplate and internal components. Where these are embedded in your deliverables, you receive a perpetual, worldwide, royalty-free licence to use, modify and sublicense them as part of the deliverable;
• General knowledge, methods and know-how gained in the course of the work;
• Design concepts and directions you did not select.

5.3 Third-party components

Deliverables may include open-source or licensed third-party components. These remain governed by their own licences, which we will list on request and which we choose to be compatible with your commercial use.

5.4 Before final payment

Until the final payment clears, all deliverables remain our property and are licensed to you only for review. Deploying unpaid work to production is a breach of these Terms.

5.5 Portfolio rights

We may show the work in our portfolio, case studies and marketing, including your name and logo, unless you tell us in writing that you would rather we did not. We will never disclose confidential commercial information in doing so, and we will remove any item on request.

6. Confidentiality

Each side will keep the other's confidential information in confidence, use it only for the purposes of the engagement, and protect it with at least the care it uses for its own confidential information. This obligation survives the end of the engagement by five years, and indefinitely for trade secrets and personal data.

Confidential information does not include anything that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law — in which case we will tell you before disclosing, where we are permitted to.

We will sign your own NDA on request, at no cost, before you send us anything sensitive.

7. Data protection

Where we process personal data on your behalf, we do so as a processor on your documented instructions, in line with the Tanzania Personal Data Protection Act, 2022 and, where it applies to your business, the GDPR.

We will keep that data secure, restrict access to staff who need it, notify you without undue delay of any breach affecting it, and return or delete it at the end of the engagement on your instruction.

How we handle personal data as a controller — visitors to this site, portal accounts, enquiries — is set out in our privacy policy.

8. Warranties and the 30-day period

8.1 Our warranty

We warrant that the Services will be performed with reasonable skill and care by suitably qualified people, and that the deliverables will materially conform to the scope in your agreement.

8.2 The 30-day warranty period

For 30 days from handover, we will fix at no charge any defect that means a deliverable does not do what the agreement says it does. Report it through the portal or by email and we will respond within the times in our service level agreement.

The warranty does not cover: changes you or a third party made to the deliverable; failures caused by hosting, networks or third-party services outside our control; new features or changes of mind; or content you supplied.

8.3 What we do not warrant

We do not warrant that software will be free of every defect, that it will be uninterrupted, that it will achieve a particular commercial result, or that it will rank in any particular position in a search engine. Search rankings are determined by third parties whose criteria we do not control.

Except as stated here, and to the fullest extent the law allows, all other warranties, conditions and terms implied by statute or common law are excluded.

9. Liability

Subject to that, and to the fullest extent permitted by law:

1. Neither side is liable to the other for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, however arising;
2. Our total aggregate liability arising out of or in connection with the engagement is limited to the total fees you have paid us under the agreement giving rise to the claim in the twelve months before the claim arose;
3. We are not liable for loss or corruption of data that you have not backed up, nor for the acts, omissions, outages or price changes of third-party services;
4. Any claim must be brought within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

You will indemnify us against any claim arising from content or materials you supplied, or from your use of a deliverable in a way the agreement did not contemplate.

10. Pausing, ending and what happens then

10.1 Pausing

You may pause a project in writing at any time. Work stops, any deposit stays on account, and we hold your place for 60 days. Beyond 60 days we may need to re-quote if our rates, availability or the team have changed.

10.2 Ending it early

Either side may end the engagement on 14 days' written notice. If you end it, you pay for all work performed and all committed third-party costs up to the end date, and we release to you everything completed and paid for. If we end it without cause, we refund any amount you have paid for work not yet performed.

10.3 Ending it for breach

Either side may end the engagement immediately if the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent.

10.4 Abandonment

Where a project has been paused by inaction on your side for more than 90 days despite three written requests from us, we may treat it as abandoned and close it. Work performed up to that point remains payable, and completed paid-for work is released to you.

10.5 What survives

Sections 5 (ownership), 6 (confidentiality), 9 (liability), 11 (disputes) and any accrued payment obligations survive the end of the engagement.

11. Disputes and governing law

These Terms and any dispute arising out of them are governed by the laws of the United Republic of Tanzania.

Before anything else, both sides agree to try to resolve a dispute by discussion between people with authority to settle it, within 30 days of one side writing to the other about it. Most disagreements end here, and we would rather they did.

If that fails, the dispute is referred to mediation in Dar es Salaam under the rules of the Tanzania Institute of Arbitrators. If mediation fails within 60 days, the courts of Tanzania have exclusive jurisdiction.

12. General

12.1 Changes to these Terms

We may update these Terms. The version that applies to your engagement is the one in force on the date your agreement was signed, and we will not apply a later version to an existing project without telling you and giving you the chance to object.

12.2 Force majeure

Neither side is liable for a failure caused by something genuinely outside its control — natural disaster, war, national power or internet failure, government action, or the collapse of a third-party service we depend on. We will tell you promptly and work to minimise the impact.

12.3 Assignment

You may not assign the agreement without our written consent, which we will not unreasonably withhold. We may assign it to a successor of our business on written notice.

12.4 Entire agreement

Your project agreement, these Terms and the documents they reference are the whole agreement between us, and replace anything said or written beforehand.

12.5 Severability

If any provision is found unenforceable, the rest continues in force and the unenforceable provision is read down to the minimum extent needed to make it valid.

12.6 No waiver

Not enforcing a right on one occasion does not waive it on another.

How to reach us about this document

Questions about this document, or a request under it, should go to info@tech-x.co.tz with the document name in the subject line. We acknowledge every message within two business days.