1. Introduction

These Terms of Service (“Terms”) govern your use of the website at amasuku.com and any services provided by amasuku digital (“we”, “us”, “our”). By accessing our website or engaging our services, you agree to be bound by these Terms.

If you are entering into a service agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

2. Our Services

amasuku digital is a product studio offering the following services:

• Rapid product development (MVPs, SaaS products, internal tools)
• AI-powered features and integrations
• Product strategy and consulting
• Tech advisory

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate written agreement or statement of work between amasuku digital and the client.

3. Intellectual Property Ownership

3.1 Client ownership of deliverables

Upon full payment of all applicable fees, the client receives full ownership of all deliverables produced during the engagement, including but not limited to:

• Source code and application code
• Database schemas and configurations
• UI/UX designs, wireframes, and design files
• Documentation and technical specifications
• Deployment configurations and infrastructure setup

All intellectual property rights in the deliverables transfer to the client upon full payment. We do not retain any ownership interest, licensing rights, or usage restrictions over the delivered work.

3.2 Pre-existing materials

Any pre-existing intellectual property, frameworks, libraries, tools, or methodologies that amasuku digital uses in the course of delivering services remain the property of amasuku digital or their respective owners. Where pre-existing materials are incorporated into deliverables, the client receives a perpetual, irrevocable, royalty-free licence to use those materials as part of the delivered product.

3.3 Open-source components

Deliverables may incorporate open-source software components. These components are subject to their respective open-source licences. We will provide documentation of all open-source components used and their applicable licences.

3.4 Portfolio rights

Unless otherwise agreed in writing, amasuku digital retains the right to reference the project in its portfolio, case studies, and marketing materials. This includes a general description of the work performed and, where the client consents, screenshots or visual references. The client may request confidentiality in writing at any time, and we will honour that request.

4. Payment Terms

4.1 Pricing

All prices are quoted in United States Dollars (USD) unless otherwise specified. Prices listed on the website are indicative and may vary based on project scope and requirements. Final pricing is confirmed in the written agreement for each engagement.

4.2 Payment schedule

Payment terms are defined in the written agreement for each engagement. Standard terms are as follows:

• Development cycles (bi-weekly): Payment is due at the start of each sprint cycle.
• Full MVP projects: 50% upfront deposit, 50% upon delivery.
• Strategy sessions: Full payment due before the session.
• Monthly advisory: Payment is due at the start of each month.

4.3 Late payment

If payment is not received within 14 days of the due date, we reserve the right to pause work on the project until payment is received. Accounts outstanding for more than 30 days may be subject to a late payment fee of 2% per month on the outstanding balance.

4.4 Refund policy

Due to the nature of custom development work, refunds are assessed on a case-by-case basis. If we fail to deliver the agreed scope without reasonable cause, we will issue a partial or full refund as appropriate. Deposits for work already completed are non-refundable.

5. Client Responsibilities

To ensure timely delivery, the client agrees to:

• Provide timely feedback on deliverables within the agreed review periods.
• Make decisions promptly when input is required to proceed with the project.
• Provide access to any systems, accounts, credentials, or data required for the project.
• Designate a single point of contact who has decision-making authority for the project.
• Review and approve designs before development begins.

Delays caused by late feedback, changing requirements, or unavailability of client resources may result in timeline adjustments. We will communicate any impact to the timeline as early as possible.

6. Scope Changes

If the project scope needs to change after the Strategy and Scoping phase, we will:

• Communicate the impact on timeline and cost in writing.
• Provide options: adjust scope, extend the timeline, or break the work into phases.
• Proceed only after written approval from the client.

We never make scope changes unilaterally, and we never continue building and send a larger invoice without prior agreement.

7. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This includes but is not limited to:

• Business plans, strategies, and financial information
• Technical specifications and architecture details
• User data and customer information
• Trade secrets and proprietary methodologies

This obligation survives the termination of the engagement and remains in effect indefinitely, unless the information becomes publicly available through no fault of the receiving party.

8. Warranty and Liability

8.1 Warranty

We warrant that all deliverables will be produced with reasonable skill and care, consistent with industry standards. All projects include a post-launch support window (typically 14 days) during which we will fix bugs and defects in the delivered work at no additional cost.

8.2 Limitation of liability

To the maximum extent permitted by law, amasuku digital's total liability arising from or related to any engagement shall not exceed the total fees paid by the client for that engagement. We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.

8.3 Exclusions

We are not liable for issues arising from:

• Third-party services, APIs, or platforms used in the project.
• Changes made to the deliverables by the client or third parties after handover.
• Failure of the client to maintain the delivered software (security updates, hosting, etc.).
• Force majeure events beyond our reasonable control.

9. Termination

9.1 By the client

The client may terminate an engagement at any time with written notice. Upon termination:

• Payment is due for all work completed up to the date of termination.
• We will deliver all work completed to date, including source code, designs, and documentation.
• Any unused portion of prepaid fees will be refunded, minus work already completed.

9.2 By amasuku digital

We may terminate an engagement if:

• The client fails to make payment within 30 days of the due date.
• The client materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
• Continuation of the engagement would require us to act unethically or illegally.

9.3 Effect of termination

Termination does not affect any rights or obligations that accrued before the termination date. The confidentiality, intellectual property, and limitation of liability provisions survive termination.

10. Website Usage

10.1 Acceptable use

You may use our website for lawful purposes only. You agree not to:

• Attempt to gain unauthorised access to our systems or data.
• Use automated tools to scrape, crawl, or extract data from the website beyond what is permitted by our robots.txt file.
• Transmit any malicious code or attempt to interfere with the website's operation.
• Use the website to distribute spam, phishing, or fraudulent content.

10.2 Website availability

We make reasonable efforts to keep the website available, but we do not guarantee uninterrupted access. We may take the website offline for maintenance or updates without prior notice.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Zambia. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zambia.

Before initiating legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

12. Amendments

We reserve the right to update these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top of this page. Continued use of the website or our services after changes are posted constitutes acceptance of the revised Terms.

Changes to Terms do not apply retroactively to existing service agreements. Ongoing engagements remain subject to the Terms in effect at the time the engagement was agreed.

13. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

14. Entire Agreement

These Terms, together with any written service agreement or statement of work, constitute the entire agreement between you and amasuku digital with respect to the subject matter hereof. They supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

15. Contact Us

If you have any questions about these Terms, contact us at:

amasuku digital
Email: hello@amasuku.com
Website: amasuku.com