Terms of Service
Last updated: March 10, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and ChenzaApp ("we", "us", or "our"), a professional software development agency. By engaging our services, visiting our website, or signing a project agreement with us, you agree to be bound by these Terms.
Please read these Terms carefully. If you do not agree with any part of these Terms, you should not engage our services.
1. Services
ChenzaApp provides professional software development services including, but not limited to: website development, mobile application development, system development, custom software engineering, bug fixing, and ongoing maintenance and support (collectively, the "Services").
The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work ("SOW") or Project Agreement signed by both parties. In the event of any conflict between these Terms and an SOW, the SOW shall prevail with respect to the specific project.
2. Engagement & Project Initiation
An engagement officially begins upon both parties agreeing to a written SOW and receipt of any applicable deposit payment. Work will not commence until these conditions are met.
We reserve the right to decline any project at our sole discretion, including projects that conflict with our values, involve unlawful content, or fall outside our areas of expertise.
3. Fees, Payment & Invoicing
a) Fees
All fees are agreed upon and documented in the relevant SOW. Quoted fees are valid for 30 days from the date of the proposal. Fees may be fixed-price, milestone-based, or hourly as agreed in the SOW.
b) Payment Terms
- A non-refundable deposit (typically 30–50% of the total project value) is required before work commences.
- Subsequent milestone or interim payments are due as specified in the SOW.
- Final delivery of source code, credentials, and project assets is conditional upon receipt of full payment.
- Invoices are due within 14 days of issuance unless otherwise agreed in writing.
c) Late Payments
Invoices not paid within the agreed payment period may accrue a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend active work on a project where payment is overdue by more than 14 days.
d) Taxes
Quoted fees are exclusive of any applicable taxes, duties, or government levies. The Client is responsible for any applicable taxes in their jurisdiction.
4. Scope Changes & Additional Work
Any changes to the agreed project scope — including additions of features, redesigns, or changes in technology — must be documented in a written Change Order signed by both parties.
Change requests may result in adjustments to the project timeline, deliverables, and fees. We will provide a revised estimate for any material scope change before proceeding.
Minor clarifications and reasonable adjustments within the spirit of the original scope will be accommodated at our discretion without additional charge.
5. Client Responsibilities
The successful delivery of your project depends on timely collaboration. You agree to:
- Provide clear, accurate, and complete project requirements, content, and assets in a timely manner.
- Designate a primary point of contact with authority to make project decisions.
- Review and provide feedback on deliverables within the agreed review period (typically 5–7 business days unless otherwise specified).
- Ensure you hold all necessary rights and permissions for any content, images, trademarks, or data you provide to us for use in the project.
- Provide necessary system access (staging environments, credentials, APIs) required to complete the work.
Delays caused by the Client's failure to meet these responsibilities may result in timeline extensions and/or additional fees, which we will communicate in advance.
6. Intellectual Property
a) Client Content
You retain full ownership of all content, data, trademarks, and materials you provide to us for the project. By providing this content, you grant us a limited, non-exclusive license to use it solely for the purpose of delivering the agreed services.
b) Project Deliverables
Upon receipt of full payment, ChenzaApp assigns to the Client full intellectual property rights to the custom code, designs, and deliverables specifically created for the project under the SOW.
c) Pre-Existing & Third-Party Materials
We may incorporate open-source components, frameworks, libraries, or tools into your project. These remain subject to their respective open-source licenses. We will disclose significant third-party dependencies. We retain ownership of any proprietary tools, templates, methodologies, or know-how developed independently of the project.
d) Portfolio Rights
Unless explicitly prohibited in writing, we reserve the right to display general descriptions of completed projects in our portfolio and marketing materials (without disclosing confidential technical details or proprietary business information).
7. Confidentiality
Both parties agree to keep confidential any non-public information shared during the engagement, including business strategies, technical specifications, pricing, and client data. This obligation survives termination of the agreement for a period of three (3) years.
Confidential information does not include information that is publicly available, independently developed by either party, or required to be disclosed by law.
We are happy to sign a mutual Non-Disclosure Agreement (NDA) prior to discovery conversations upon request.
8. Warranties & Representations
Our Warranties
We warrant that:
- We have the authority and right to enter into agreements for the services described.
- The services will be performed with professional skill, care, and diligence.
- Deliverables will substantially conform to the specifications agreed in the SOW at the time of delivery.
Warranty Period & Bug Fixes
We provide a 30-day warranty period following final delivery during which we will correct, at no additional charge, any defects or bugs that are directly attributable to our work and that were present at the time of delivery.
This warranty does not cover issues arising from Client modifications, third-party integrations, hosting environment changes, or new feature requests made after delivery.
Disclaimer
Except as expressly stated above, the services are provided "as is" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.
9. Limitation of Liability
To the maximum extent permitted by applicable law, ChenzaApp's total liability to the Client for any claim arising from or related to these Terms or the services provided shall not exceed the total fees paid by the Client for the specific project giving rise to the claim in the 3 months preceding the claim.
In no event shall ChenzaApp be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, loss of business, or reputational harm, even if advised of the possibility of such damages.
10. Termination
a) Termination by Client
You may terminate a project at any time by providing written notice. Upon termination, you will be invoiced for all work completed to date plus any non-recoverable costs incurred. The deposit is non-refundable. Completed deliverables will be transferred upon receipt of all outstanding payments.
b) Termination by ChenzaApp
We reserve the right to terminate an engagement with 14 days' written notice if: (i) payment is overdue by more than 30 days; (ii) the Client engages in unlawful, abusive, or unethical conduct; or (iii) the project scope fundamentally changes beyond what was agreed. In such cases, we will invoice for all work completed to date and transfer deliverables upon final payment.
11. Dispute Resolution
In the event of a dispute, the parties agree to first attempt resolution in good faith through direct negotiation. If unresolved within 30 days, the parties agree to attempt resolution through mediation before pursuing legal action.
These Terms shall be governed by and construed in accordance with applicable laws. Any legal proceedings shall be conducted in the jurisdiction where ChenzaApp is registered.
12. Force Majeure
Neither party shall be liable for delays or failure to perform obligations under these Terms due to circumstances beyond their reasonable control, including natural disasters, pandemics, government actions, power outages, or internet disruptions. The affected party will notify the other party promptly and both parties will work in good faith to resume performance as soon as practicable.
13. Website Use
By accessing our website, you agree to:
- Use the site only for lawful purposes and in accordance with these Terms.
- Not attempt to gain unauthorized access to any part of the website or its related systems.
- Not use the website to distribute malware, spam, or harmful content.
- Not reproduce, duplicate, or resell any portion of the website content without our prior written consent.
We reserve the right to modify, suspend, or discontinue the website at any time without notice. We shall not be liable to you or any third party for such modifications.
14. Modifications to These Terms
We reserve the right to update these Terms at any time. Material changes will be communicated by updating the "Last Updated" date at the top of this page. Your continued use of our website or services after changes are posted constitutes acceptance of the updated Terms.
15. Contact Us
For any questions, concerns, or legal notices regarding these Terms of Service, please contact us:
ChenzaApp
Email: chenzaapp@gmail.com