Terms of Service | Vitalhash

1. Acceptance of Terms

By accessing or using our website, contact form, or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services or contact us with any questions.

Vitalhash reserves the right to modify these Terms at any time. Continued use of our services after such modifications constitutes your acceptance of the updated Terms. We will notify you of material changes by posting the updated Terms on this page.

2. Services

Consulting Services

Vitalhash provides software development consulting services including architecture design, product engineering, legacy modernization, real-time systems development, and platform API design. Services are provided on a project basis through written agreement.

Scope of Work

Specific services, deliverables, timelines, and fees will be defined in project proposals or statements of work. We make reasonable efforts to meet agreed-upon deadlines but do not guarantee specific delivery dates.

Client Responsibilities

You are responsible for providing accurate information, timely access to systems or personnel as needed, and timely feedback on deliverables. Delays caused by your failure to meet these responsibilities may affect project timelines and fees.

3. Fees and Payment

Project Fees

Project fees will be agreed upon in writing before work commences. Fees are typically based on time and materials, though fixed-price arrangements may be available for well-defined scopes. You will receive an invoice for completed milestones.

Payment Terms

Unless otherwise agreed, payment is due within 30 days of invoice receipt. Late payments may incur interest at the maximum rate permitted by law. Vitalhash reserves the right to suspend services for non-payment.

Expenses

Unless otherwise agreed, you will be responsible for all travel, accommodation, and other out-of-pocket expenses incurred by Vitalhash personnel during project engagement.

4. Intellectual Property

Your Intellectual Property

You retain all intellectual property rights in materials, data, and information you provide to us, subject to our limited license to use such materials for the purposes of providing services.

Vitalhash Intellectual Property

Vitalhash retains all rights, title, and interest in all work product, methodologies, tools, and deliverables created as part of our services, except as explicitly provided otherwise in writing.

Background Intellectual Property

If you provide materials for incorporation into our deliverables, you represent that you have the right to do so and that such materials do not infringe any third-party intellectual property rights.

5. Confidentiality

Confidential Information

"Confidential Information" includes all non-public information shared between the parties during project engagement, including business plans, technical specifications, and proprietary information.

Protection Obligations

Both parties agree to maintain the confidentiality of the other party's Confidential Information and to not disclose it to any third party without prior written consent, except as required by law or court order.

Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes public without breach; (b) was known to the receiving party before disclosure; (c) is independently developed; or (d) is properly disclosed pursuant to legal requirement.

6. Warranties and Disclaimers

Services Provided As-Is

Unless otherwise stated in writing, all services are provided "as is" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

To the maximum extent permitted by law, Vitalhash shall not be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue, arising from or related to our services.

Professional Services

Vitalhash provides consulting services with the care and skill ordinarily exercised in the industry. However, we do not guarantee results, and are not liable for any damage arising from your use or inability to use our services.

7. Termination

Termination by Client

You may terminate any project engagement at any time by providing written notice. You will be responsible for payment for all services rendered through the termination date.

Termination by Vitalhash

Vitalhash may terminate services upon written notice if you materially breach these Terms, fail to make payments when due, or provide false or misleading information in any communication with us.

Effect of Termination

Upon termination, you will pay for all services rendered and expenses incurred. Each party shall return or destroy the other party's Confidential Information and deliverables in their possession.

8. General Provisions

Governing Law

These Terms and any disputes arising under them shall be governed by the laws of the Republic of Uganda, without regard to conflict of law principles.

Entire Agreement

These Terms constitute the entire agreement between you and Vitalhash regarding your use of our website and services, superseding all prior or contemporaneous communications.

Severability

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

No Waiver

Failure of Vitalhash to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Contact Information

For questions about these Terms, please contact us through our contact form. We typically respond to inquiries within 3-5 business days.

Vitalhash is a software development company focused on Elixir and Phoenix. Building systems that stay simple under growth and remain easy for teams to operate.