1. Introduction and Acceptance
These Terms and Conditions ("Terms") govern the relationship between Salwaid Tech ("we," "us," "the Company") and any individual or organisation ("Client," "you") that engages our services or accesses this website.
By engaging our services, signing a project agreement, or otherwise instructing us to commence work, you confirm that you have read, understood, and agree to these Terms. If you do not agree, please do not engage our services.
2. Services
2.1 Scope
Salwaid Tech provides custom software development services including, but not limited to: web application development, agentic AI system development, API development and integration, technical architecture, and post-launch support.
2.2 Project Agreements
Each engagement is governed by a separate written agreement (Statement of Work or project proposal) that specifies the scope, deliverables, timeline, and fees. These Terms form part of that agreement and apply unless expressly superseded in writing.
2.3 Changes to Scope
Any changes to the agreed scope of work must be agreed in writing by both parties. Scope changes may affect the timeline and fees. We will communicate any such impact before commencing additional work.
3. Fees and Payment
3.1 Fees
Fees are set out in the relevant project agreement. All fees are in the currency specified in that agreement and are exclusive of applicable taxes unless stated otherwise.
3.2 Payment Terms
Payment terms are specified per engagement. Unless otherwise agreed in writing, invoices are due within 14 days of the invoice date. Late payments may accrue interest at a rate of 2% per month on the outstanding balance.
3.3 Deposits
A deposit (typically 30–50% of the total project fee) may be required before work commences. Deposits are non-refundable if you cancel the project after we have commenced work.
3.4 Expenses
Pre-approved third-party costs (such as software licences, hosting, or API fees incurred on your behalf) will be charged at cost. We will seek approval for any material expense before incurring it.
4. Intellectual Property
4.1 Client Materials
You retain ownership of all intellectual property you provide to us, including existing codebases, brand assets, data, and documentation.
4.2 Deliverables
Upon receipt of full and final payment, all intellectual property rights in the custom deliverables created specifically for you under a project agreement transfer to you, unless otherwise agreed in writing.
4.3 Our Retained Rights
We retain ownership of:
- General frameworks, tools, and methodologies developed independently of your project
- Pre-existing proprietary code, libraries, or components
- Any open-source components (which remain subject to their respective licences)
We grant you a perpetual, non-exclusive licence to use such retained elements as incorporated in your deliverables.
4.4 Portfolio Rights
Unless you request otherwise in writing, we may reference the existence of the project (including its name and general nature) in our portfolio, marketing materials, and case studies. We will not disclose confidential technical details without your written consent.
5. Confidentiality
Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement ("Confidential Information"). This obligation survives the termination of the engagement for a period of three (3) years.
Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; or (c) is required to be disclosed by law or court order.
6. Client Obligations
You agree to:
- Provide accurate and complete information required for the project
- Respond to requests for feedback, approvals, or materials within a reasonable timeframe
- Ensure that any materials you provide do not infringe third-party intellectual property rights
- Obtain all necessary licences for third-party tools or content you instruct us to use
Delays caused by failure to meet these obligations may affect the project timeline and are not our responsibility.
7. Warranties and Representations
7.1 Our Warranties
We warrant that:
- Services will be performed with reasonable skill and care
- We have the right to enter into this agreement
- The deliverables will substantially conform to the agreed specifications at time of delivery
7.2 Disclaimer
We do not warrant that software will be entirely error-free, that all defects will be corrected, or that the software will meet every requirement not specified in the project agreement. We make no warranty regarding third-party services, APIs, or platforms integrated into the deliverables.
8. Limitation of Liability
To the maximum extent permitted by applicable law, our total liability to you in connection with any project shall not exceed the total fees paid by you for that project in the twelve (12) months preceding the claim.
We shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if we have been advised of the possibility of such damages.
9. Termination
9.1 Termination by Client
You may terminate a project by providing written notice. You will be liable for payment of all work completed up to the date of termination, plus any non-cancellable third-party costs already incurred on your behalf.
9.2 Termination by Us
We may terminate an engagement if you materially breach these Terms and fail to remedy the breach within 14 days of written notice, or if payment is overdue by more than 30 days. In such cases, we retain the right to withhold delivery of outstanding work until all outstanding amounts are paid.
10. Independent Contractor
Salwaid Tech operates as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, or joint venture between the parties.
11. Force Majeure
Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including natural disasters, government actions, or widespread internet outages. Both parties will use reasonable efforts to mitigate the impact of such events.
12. Governing Law
These Terms are governed by the laws of the jurisdiction in which Salwaid Tech is registered. Any disputes shall be subject to the exclusive jurisdiction of the courts of that jurisdiction, unless both parties agree in writing to an alternative dispute resolution mechanism.
13. Amendments
We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last updated" date. Continued engagement of our services after publication constitutes acceptance of the updated Terms.
14. Entire Agreement
These Terms, together with any project-specific agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, representations, and understandings.
15. Contact
For any questions about these Terms, please contact us at:
contact@salwaidtech.com