Terms & Conditions

Last Updated: December 10, 2025

Welcome to Vitalhash. These Terms and Conditions ("Terms") govern your access to and use of our website, services, and software development solutions. By accessing our website or engaging our services, you agree to be bound by these Terms. Please read them carefully.

1. Acceptance of Terms

By accessing or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you do not agree with any part of these Terms, you must not use our services.

2. Services Provided

Vitalhash provides custom software development services including but not limited to:

• Web application development using Ruby on Rails and modern frameworks
• Mobile application development (React Native, iOS, Android)
• Real-time and scalable systems using Elixir and Phoenix
• Corporate websites and content management systems
• E-commerce solutions with payment gateway integration
• Software consulting, maintenance, and support services

Specific terms for each project will be outlined in separate Service Agreements or Statements of Work.

3. Client Obligations

When engaging our services, you agree to:

• Provide accurate, complete, and timely information necessary for project completion
• Respond to requests for feedback, approvals, and decisions within agreed timeframes
• Designate authorized representatives for project communication and approvals
• Provide access to necessary systems, accounts, and resources as required
• Comply with all applicable laws and regulations in your use of our services
• Ensure you have the right to use any content, data, or materials provided to us

4. Intellectual Property Rights

Client-Owned IP: Upon full payment of all fees, you will own the intellectual property rights to the custom software we develop specifically for your project, excluding any pre-existing materials, third-party components, and our proprietary tools and frameworks.

Vitalhash-Owned IP: We retain all rights to:

• Our pre-existing intellectual property, tools, frameworks, and methodologies
• General knowledge, skills, and expertise gained during projects
• Software components we develop that are not specific to your project

Third-Party Components: Software developed may include third-party libraries, frameworks, and open-source components, each subject to their respective licenses. You are responsible for compliance with these licenses.

5. Payment Terms

Unless otherwise specified in a Service Agreement:

• Project fees will be outlined in a written proposal or Statement of Work
• Payment schedules may include upfront deposits, milestone payments, or recurring fees
• Invoices are due within 14 days of issuance unless otherwise agreed
• Late payments may incur interest charges and may result in suspension of services
• All fees are exclusive of applicable taxes, which are your responsibility

6. Project Timeline and Deliverables

Project timelines are estimates based on the information available at project commencement. Actual delivery dates may vary due to:

• Changes in project scope or requirements
• Delays in client feedback, approvals, or provision of necessary materials
• Technical complexities or unforeseen challenges
• Third-party dependencies or service availability

We will make reasonable efforts to meet agreed timelines and will communicate any anticipated delays promptly.

7. Changes and Revisions

Changes to project scope, features, or requirements after project commencement may result in additional fees and timeline adjustments. All change requests must be submitted in writing and will be subject to our review and approval.

8. Warranties and Limitations

Our Warranties: We warrant that:

• Services will be performed with reasonable skill and care
• Software will substantially conform to agreed specifications at delivery
• We have the right to provide the services and deliverables

Warranty Limitations: Except as expressly stated, we make no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that:

• Software will be error-free or operate without interruption
• All defects will be corrected
• Software will meet all your requirements or expectations
• Results obtained from software will be accurate or reliable

9. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claims arising from or related to our services shall not exceed the total fees paid by you for the specific project giving rise to the claim
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption
• These limitations apply regardless of the legal theory (contract, tort, negligence, etc.) and even if we have been advised of the possibility of such damages

10. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This obligation survives the termination of our services. We may sign separate Non-Disclosure Agreements (NDAs) as required.

11. Termination

Either party may terminate a project under the following conditions:

• By mutual written agreement
• For material breach of these Terms, with 14 days' written notice to cure
• Immediately if the other party becomes insolvent or enters bankruptcy proceedings

Upon termination, you will pay for all services performed up to the termination date. Provisions regarding intellectual property, confidentiality, warranties, and limitations of liability survive termination.

12. Support and Maintenance

Post-launch support and maintenance services are available under separate agreements. Without a support agreement, we are not obligated to provide bug fixes, updates, or technical support after project delivery and final payment.

13. Indemnification

You agree to indemnify and hold harmless Vitalhash, its officers, employees, and contractors from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of our services or deliverables
• Your breach of these Terms
• Your violation of any third-party rights
• Content, data, or materials you provide to us

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Uganda. Any disputes arising from these Terms or our services shall be resolved through:

• Good faith negotiations between the parties
• Mediation, if negotiations fail
• Arbitration or litigation in Kampala, Uganda, as a last resort

16. General Provisions

Entire Agreement: These Terms, together with any Service Agreements and Statements of Work, constitute the entire agreement between you and Vitalhash regarding our services.

Amendments: We may update these Terms from time to time. Material changes will be communicated to existing clients. Continued use of our services after changes constitutes acceptance.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Waiver: No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

Assignment: You may not assign or transfer your rights under these Terms without our prior written consent.

17. Contact Information

For questions about these Terms or to discuss specific project requirements, please contact us:

• Email: legal@vitalhash.com
• Phone: +256773454899
• Address: Vitalhash Ltd., Kampala, Uganda

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. We look forward to working with you!