1. Engagement and Documentation

The parties will enter into this agreement by signing a service agreement and/or quotation that refers to this document and to the applicable SOW. The signed SOW defines the scope, deliverables, milestones, fees, and timeline. In the event of a conflict, the order of precedence in our Terms of Service applies.

2. Scope and Specifications

DXHUBX will develop the deliverables described in the SOW in accordance with the agreed specification. Website descriptions, marketing material, indicative pricing, and estimated delivery periods are not binding specifications unless incorporated into the signed SOW. Anything outside the agreed scope is a Change Request and may require additional fees and time, as described in our Terms of Service.

3. Development Process

DXHUBX will use professional care and skill in performing the services. Development may involve iterative delivery, testing, and review stages as set out in the SOW. The client will review and approve deliverables within the timeframes in the SOW, and client delays are governed by the Client Delay Protection clause in our Terms of Service.

4. Client Responsibilities

The client must provide, in a timely manner, all content, materials, approvals, credentials, and access reasonably required for the project, as described in the SOW and our Terms of Service. The client warrants that it has the necessary rights and licences to everything it supplies, including text, images, logos, and other content.

5. Fees and Payment

Fees are set out in the SOW. Generally, an initial deposit is due before work begins, milestone payments may be structured for larger projects, and the final payment is due upon acceptance. Late payments may incur additional fees and may result in suspension of services in accordance with our Terms of Service. Recurring fees (hosting, licensing, support) are invoiced as agreed.

6. Acceptance

Upon delivery of a deliverable, the client has a review period (typically seven business days unless otherwise agreed) to identify material non-conformity against the agreed specification. If no written objection is raised within the review period, the deliverable is deemed accepted. Full details, including the treatment of minor issues and latent defects, are in the Acceptance clause of our Terms of Service.

7. Intellectual Property

Ownership is allocated as set out in the Intellectual Property clause of our Terms of Service:

• Client property: client data, trademarks, photographs, documents, and client-provided content remain the client's.
• DXHUBX property: DXHUBX retains ownership of reusable libraries, generic modules, tools, frameworks, templates, deployment scripts, methodologies, internal tools, and know-how. Unless otherwise agreed, the client receives a non-exclusive, perpetual licence to use the custom-developed solution for its internal business purposes.
• Third-party property: third-party and open-source components remain the property of their owners, and payment does not transfer third-party licences.

8. Open-Source and Third-Party Components

Deliverables may incorporate open-source software subject to their applicable licences. DXHUBX does not transfer ownership of third-party or open-source components and does not warrant that they will remain available or unchanged. The client is responsible for complying with applicable open-source and third-party licence terms.

9. Data Protection

Where the project involves processing personal data, the client remains responsible for its compliance with the Tanzania Personal Data Protection Act, 2022 and other applicable laws. Where DXHUBX processes personal data on behalf of the client, the parties will enter into a Data Processing Agreement (DPA) where applicable.

10. Warranty

DXHUBX warrants that services will be performed with professional care and skill and that deliverables will substantially conform to the agreed specification, subject to the warranty boundaries in our Terms of Service. Client modifications, third-party plugins, new browser/OS versions, hosting changes, API changes, misuse, unsupported hardware, malware, and client configuration errors are not automatically covered by warranty work.

11. No Guarantee of Business Results

No representation concerning revenue, cost savings, uptime, user numbers, rankings, conversion rates, growth, or return on investment constitutes a guarantee unless expressly stated in the signed agreement. Marketing language on our website is illustrative only.

12. AI and Machine Learning

Where a project uses AI, machine learning, or generative AI, the client acknowledges that AI outputs can be inaccurate and require human review, that AI is not a substitute for professional judgment, that the client remains responsible for decisions based on AI outputs, and that third-party AI providers may change or discontinue their services. Full terms are set out in the AI clause of our Terms of Service.

13. Suspension and Termination

Either party may terminate in accordance with the Termination clause of our Terms of Service. DXHUBX may suspend services for non-payment, abuse, security threats, or other reasons set out in our Terms of Service. Upon termination, the client is responsible for payment for all work completed to date and outstanding fees.

14. Liability

DXHUBX's liability is subject to the Limitation of Liability clause in our Terms of Service, including the exclusion of indirect and consequential damages and a cap on total liability equal to the fees paid for the specific service giving rise to the claim, to the maximum extent permitted by law.

15. Governing Law

This agreement is governed by the laws of the United Republic of Tanzania, and disputes will be handled in accordance with the Dispute Resolution clause of our Terms of Service.

16. Contact Information

Company: DXHUBX ICT LIMITED
Email: info@dxhubx.co.tz
Support: roseevanskyara@dxhubx.co.tz
Phone / WhatsApp: +255 753 587 561
Location: Dar es Salaam, Tanzania