Terms of Service

About Us & Scope

These Terms of Service govern the relationship between Web&Code Tech Solutions ("We," "Us," "Our") and any individual or entity ("Client," "You") that engages our services or accesses our website.

These terms apply to:

• All visitors to our website at webandcode.tech
• Prospective clients submitting inquiries or project briefs
• Active clients under a formal service or project agreement

Any project-specific terms agreed in a separate Service Agreement or Statement of Work (SOW) will take precedence over these general Terms where there is a conflict.

Our Services

Web&Code Tech Solutions provides the following categories of professional services:

• Full-Stack Web Development: Custom web application and website development using modern frameworks including Next.js, React, and Node.js.
• Odoo ERP Implementation: Deployment, configuration, customization, and integration of Odoo ERP modules for business operations.
• UI/UX Design: User experience design, interface design, and design system creation.
• Consulting & Strategy: Digital transformation advisory, technical architecture consulting, and software selection guidance.
• Ongoing Support & Maintenance: Post-launch support, performance monitoring, and iterative development under retainer or ad-hoc arrangements.

The exact scope of services for any engagement will be defined in a signed Statement of Work (SOW) or equivalent agreement prior to commencement of work.

Engagement & Project Terms

Project Kickoff

Work commences after: (a) a signed proposal or SOW; and (b) receipt of the agreed deposit payment. No substantive work will begin prior to these conditions being met.

Project Timelines

All timelines provided in proposals are estimates based on information available at the time of quoting. Timelines are subject to change if:

• The project scope changes after agreement
• The Client delays providing required information, assets, or approvals
• Third-party dependencies (APIs, platforms) experience outages or changes
• Unforeseen technical challenges arise that were not foreseeable at kickoff

We will communicate any timeline changes proactively and agree on revised delivery dates in writing.

Change Requests

Any changes to an agreed project scope must be submitted in writing. We will evaluate the change and provide a revised cost and timeline estimate for approval before proceeding. Changes that expand the scope will result in additional fees.

Client Approvals

At defined project milestones, we will request your formal approval before proceeding to the next phase. Failure to respond to an approval request within 10 business days may result in project delays, for which Web&Code Tech Solutions will not be liable.

Payment Terms

Pricing

All prices are quoted in US Dollars (USD) unless otherwise stated in the project proposal. Prices are exclusive of applicable taxes, which may be added depending on your jurisdiction.

Payment Schedule

Our standard payment structure is as follows:

• 50% deposit due before project commencement
• 25% due at agreed mid-project milestone
• 25% due upon final delivery and client sign-off

Alternative payment schedules may be agreed for large engagements and will be specified in the SOW.

Late Payments

Invoices are due within 14 days of issue unless otherwise agreed. We reserve the right to:

• Charge a late payment fee of 5% of the outstanding balance per month on overdue invoices
• Pause active project work until outstanding invoices are settled
• Withhold delivery of final assets until full payment is received

Refunds

Deposits are non-refundable once project work has commenced. If a project is cancelled by the Client before commencement, a 100% refund of any deposit will be issued. Partial refunds for work completed-to-date may be considered on a case-by-case basis at our discretion.

Intellectual Property

Client-Owned Deliverables

Upon receipt of full payment, all custom code, designs, and content created exclusively for your project become your property. You receive full ownership rights to these deliverables.

Third-Party Components

Some deliverables may incorporate open-source libraries, fonts, stock assets, or licensed third-party components. These components are subject to their own licenses. We will disclose all third-party components used and ensure they are appropriately licensed for commercial use.

Our Portfolio Rights

Unless explicitly prohibited in writing, we reserve the right to display your completed project in our portfolio and use it as a reference in marketing materials. We will always seek your approval before publishing case studies that include confidential business information.

Web&Code Tech IP

Pre-existing tools, frameworks, proprietary components, and methodologies developed by Web&Code Tech Solutions remain our intellectual property. You receive a perpetual, non-exclusive license to use any such components incorporated into your deliverable for the operation of that project.

Client Responsibilities

A successful project is a collaboration. Your responsibilities include:

• Providing accurate, complete, and timely information, assets, and access credentials required for the project
• Designating a primary point of contact with authority to make project decisions
• Providing timely feedback and approvals at agreed milestones
• Ensuring you have the legal rights to any content, images, or materials you provide to us for use in the project
• Making payments according to the agreed schedule
• Not engaging competing agencies to deliver the same project scope without prior written notice

Delays caused by the Client's failure to meet these responsibilities may affect project timelines and could result in additional charges to compensate for the extended engagement.

Confidentiality

Both parties agree to treat all non-public information shared during the engagement as confidential. This includes but is not limited to: business strategies, customer data, technical architecture, financial information, and project details.

We will not disclose your confidential information to any third party without your written consent, except as required by law or to subcontractors bound by equivalent confidentiality obligations.

If a formal Non-Disclosure Agreement (NDA) is required, we are happy to execute one prior to the commencement of any detailed discussions.

Liability Limitations

We shall not be liable for any:

• Indirect, incidental, special, punitive, or consequential damages
• Loss of revenue, profits, business, data, or goodwill
• Damages resulting from third-party services, APIs, or platforms beyond our control
• Delays or failures caused by circumstances outside our reasonable control (force majeure), including natural disasters, power outages, government actions, or internet infrastructure failures

This limitation applies regardless of the legal theory under which the claim is brought (contract, tort, negligence, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

Warranties & Disclaimers

What We Warrant

We warrant that:

• Our services will be delivered with professional skill and care
• We have the right to provide the services described
• Deliverables will materially conform to the agreed specifications
• We will notify you promptly of any issues that may materially affect delivery

What We Do Not Warrant

We do not warrant that:

• Any website or software will be completely free from bugs or errors (we will, however, fix reported bugs within a reasonable timeframe post-launch)
• Third-party platforms, APIs, or hosting environments will be uninterrupted or error-free
• Any specific business outcome, traffic target, or conversion rate will be achieved as a result of our work

Termination

Termination by Client

You may terminate a project engagement at any time with 14 days written notice. You will be invoiced for all work completed to date plus a reasonable wind-down fee. Deposits paid are non-refundable.

Termination by Web&Code Tech

We reserve the right to terminate an engagement immediately if:

• You breach these Terms or a specific project agreement and fail to remedy the breach within 5 business days of written notice
• Payment is more than 30 days overdue
• You engage in conduct that is abusive, discriminatory, or harmful to our team
• We are legally or ethically prevented from continuing the work

Effect of Termination

On termination, confidentiality obligations survive, intellectual property rights vest as described in Section 5, and all outstanding fees become immediately due and payable.

Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the Republic of Ghana, without regard to its conflict of law principles.

Any disputes arising under these Terms that cannot be resolved amicably between the parties shall be subject to the exclusive jurisdiction of the courts of Ghana. Where both parties agree, disputes may alternatively be resolved through binding arbitration under agreed arbitration rules.

Changes to These Terms

We may revise these Terms periodically to reflect changes in our business, laws, or industry standards. When we do, we will update the "Last Updated" date at the top of this page.

For active project engagements, any material changes to these Terms will be communicated directly in writing. Continued use of our services after the effective date of any changes constitutes your acceptance of the revised Terms.

Contact

If you have questions about these Terms, need clarification on any provision, or want to discuss a specific engagement, we're here to help.