Terms of Service

1. Services

1.1 Service Description. Makylegacy provides software development, web and mobile application development, digital transformation, and related technology services as specified in individual service agreements or statements of work.

1.2 Service Delivery. We will provide services in a professional manner consistent with industry standards. We reserve the right to determine the methods, details, and personnel assigned to complete the services.

1.3 Changes to Services. Any changes to the scope of services must be documented in writing and may result in adjustments to timelines and costs.

2. Payment Terms

2.1 Fees and Invoicing. Fees for services will be outlined in the service agreement. Unless otherwise specified, invoices are due within 15 days of issuance.

2.2 Late Payments. Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

2.3 Taxes. Fees do not include taxes. Client is responsible for all applicable taxes, except those based on Makylegacy's income.

3. Intellectual Property Rights

3.1 Client Materials. Client retains all rights to materials provided to Makylegacy for use in performing services.

3.2 Deliverables. Upon full payment, Client receives ownership of the final deliverables as specified in the service agreement.

3.3 Makylegacy Materials. We retain ownership of all methodologies, processes, techniques, ideas, concepts, trade secrets, and know-how used or developed in the course of providing services.

3.4 Open Source Components. Deliverables may incorporate open-source software subject to separate license terms, which will be disclosed to Client.

4. Confidentiality

4.1 Definition. "Confidential Information" includes non-public information disclosed by either party, including business plans, technical data, and service specifications.

4.2 Obligations. Each party agrees to protect the other's Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care.

4.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from third parties.

5. Warranties and Disclaimers

5.1 Service Warranty. Makylegacy warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

5.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, MAKYLEGACY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.3 No Guarantee. We do not guarantee that services will be error-free or that all errors can be corrected. We do not guarantee specific business results from the use of our services.

6. Limitation of Liability

6.1 Liability Cap. MAKYLEGACY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SERVICES GIVING RISE TO THE LIABILITY.

6.2 Exclusion of Damages. IN NO EVENT WILL MAKYLEGACY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, REVENUE, DATA, OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Term and Termination

7.1 Term. These Terms remain in effect until all services under the service agreement have been completed or until terminated as provided herein.

7.2 Termination for Breach. Either party may terminate if the other party materially breaches these Terms and fails to cure such breach within 30 days after written notice.

7.3 Effect of Termination. Upon termination, Client shall pay for all services performed up to the termination date. Sections on Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law survive termination.

8. General Provisions

8.1 Governing Law. These Terms are governed by the laws of Uganda without regard to its conflict of law principles.

8.2 Dispute Resolution. Any disputes arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through arbitration in accordance with the rules of the Uganda Arbitration Centre.

8.3 Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, acts of government, acts of terrorism, or widespread outbreaks of infectious disease.

8.4 Assignment. Client may not assign these Terms without Makylegacy's prior written consent. Makylegacy may assign these Terms to an affiliate or successor.

8.5 Entire Agreement. These Terms, together with the service agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications.

8.6 Amendments. Makylegacy reserves the right to modify these Terms at any time. Changes will be effective upon posting to our website or direct notification to Client.

Important Notice

These Terms of Service are provided as a legal agreement between you and Makylegacy. By using our services, you acknowledge your acceptance of these terms.

If you do not agree with any part of these Terms, please do not use our services or website.