Service & Project Terms

1. When these terms apply

These commercial terms apply only when expressly incorporated into a written agreement accepted by Montford Orbis Limited and the client. Reading the website, sending an inquiry or receiving an automated receipt does not accept them or authorise paid work.

The project agreement must identify the contracting parties and set out the statement of work, deliverables, fees, currency, tax treatment, timetable, responsibilities and applicable support. Mandatory law takes priority. A specifically negotiated project clause takes priority over these general terms; a data-processing agreement controls the processing matters it covers.

2. Scope and changes

We deliver the work expressly described in the agreed scope. Assumptions, exclusions, integrations, supported environments and acceptance criteria should be documented. Discovery, development, hosting, migration, training and support are included only to the extent stated.

A requested addition or change is assessed for cost, dependencies and timing before either party commits to it. Work outside scope requires written approval by authorised representatives. Informal discussion does not automatically expand an agreed fixed fee.

3. Client responsibilities

The client provides accurate requirements, lawful instructions, suitably prepared records, timely decisions, authorised access and a person able to approve the work. The client must have rights to the material and data it supplies and authority to instruct the relevant processing.

Business management, qualified professional decisions, lawful data entry, regulatory approvals and use of the system remain the client’s responsibility except where the agreement expressly assigns a task to us. We remain responsible for our own duties and agreed work.

Client or third-party delays may affect delivery. We explain the effect and agree a revised plan rather than treating every delay as a supplier breach.

4. Fees and payment

The quotation or agreement states the price, payment schedule, currency, applicable taxes and approved third-party costs. There is no universal deposit percentage, subscription fee or exchange rate created by this website. An advance is credited against the agreed work.

Invoices must use the verified payment instructions in the agreement or confirmed billing channel. A change of payment destination should be verified through an established channel before money is sent. We do not request payment-card details in a public form.

A client may raise a genuine billing dispute promptly, explain the disputed amount and pay any undisputed amount when due. Interest, recovery costs or other charges apply only if lawfully agreed; no hidden late fee is created here.

5. Delivery, review and acceptance

Dates depend on the stated assumptions and dependencies. Acceptance is assessed against the agreed requirements, rather than a later preference for extra functionality. The project agreement should define the review period and how a material defect is reported and addressed.

Silence alone does not constitute acceptance under these general terms. Any agreed deemed-acceptance mechanism must be stated clearly in the project agreement and comply with mandatory law. Acceptance does not extinguish a non-excludable remedy.

6. Care, support and business outcomes

We undertake agreed services with reasonable care and skill and address material departures from agreed requirements in accordance with the contract and applicable law. Warranty, maintenance, hosting, incident response, backups, restoration, training and ongoing support must have a defined scope; they are not an unlimited obligation to provide new features.

Software, automation and AI may require monitoring, validation and human review. We do not guarantee a particular revenue, profit, cost saving, absence of fraud, uninterrupted third-party service or every future regulatory outcome. Those limits do not excuse failure to perform an agreed obligation.

7. Ownership and permitted use

The client retains ownership of its existing data, brands and materials. We retain our pre-existing tools, reusable code, libraries, frameworks, know-how and general methods. Third-party and open-source components remain subject to their respective licences.

Ownership of newly created work is transferred only where the project agreement expressly identifies the assignment and its conditions. On full payment, unless the project agreement states otherwise, the client receives a perpetual, non-exclusive worldwide licence to use and modify the paid deliverables for its business and to operate the digital product or service within the agreed scope. That licence includes embedded supplier components as needed for that use, but does not permit their separate resale or extraction as a competing standalone toolkit.

Source-code handover, licence transfer, sublicensing, exclusivity and resale rights must be specified where needed. We do not use a client’s confidential records or identifying project material in a public portfolio without permission. The client’s data does not become ours because an invoice is unpaid.

8. Confidentiality and information handling

Each party protects non-public business information received for the project, uses it only for the engagement and limits access to people who need it and have appropriate duties. Exceptions cover information lawfully public, independently developed, already lawfully held or received without restriction. A legally required disclosure is limited to what is required, with notice where permitted.

Where we process personal information for a client, a written processing arrangement must define instructions, roles, permitted providers, security, incident cooperation, international access and return or deletion. We do not use confidential client data to train public or general-purpose AI models without separate express permission and a lawful basis.

9. External services and security

Integrations, subscriptions, licences and payment-provider accounts may have separate terms and fees. We identify material dependencies in scope and obtain approval for relevant costs. We are responsible for our own selection and integration duties; we do not promise control over every independent provider.

Each party follows the agreed access and security responsibilities. A system intended for regulated, safety-critical or sensitive use needs explicit assessment and agreement before that use. Testing and backups must be appropriate to the agreed environment.

10. Suspension and ending the project

We may suspend affected work where necessary to prevent unlawful activity or a material security risk, or for a material breach such as an overdue undisputed payment after reasonable notice and an opportunity to remedy. Urgent protective action may be taken sooner where reasonably necessary.

Any suspension is proportionate. We explain what is affected, avoid unnecessary disruption and preserve lawful access to client data and accrued remedies. Either party may end the agreement on its agreed grounds, including an unremedied material breach. Payment, handover and any refund are dealt with under the contract and Cancellations & Refunds Policy.

11. Allocation of responsibility

Where these terms are expressly accepted for a business project, and subject to the exceptions below, our aggregate contractual liability for that project is limited to the fees paid or payable for the affected statement of work. For an ongoing service, the corresponding limit is the fees paid or payable for that service in the twelve months preceding the event giving rise to the claim, unless a different lawful limit is specifically agreed.

To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of anticipated profit or opportunity. Each party must take reasonable steps to reduce avoidable loss. The same loss cannot be recovered twice.

These exclusions and limits do not apply to fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury where restriction is prohibited, or any liability or remedy which applicable law does not permit to be excluded or limited. They do not waive a data subject’s statutory rights. A specially negotiated allocation for confidentiality, security or intellectual-property risks must be recorded in the project agreement.

12. Client-provided material and third-party claims

If an agreed client instruction or client-supplied material causes a substantiated third-party claim because the client lacked the right to provide or use it, the client is responsible for the resulting reasonable loss to the extent caused by that breach and lawfully recoverable. This does not cover our own fault, unauthorised changes or instructions we knew were unlawful.

We notify the client promptly, cooperate reasonably, allow an appropriate role in the defence and do not agree a settlement imposing an obligation on the client without consent. Wider indemnities require express negotiation; website visitors do not give an unlimited indemnity.

13. Events outside reasonable control

A party affected by an event genuinely outside its reasonable control must notify the other, mitigate the effect and discuss the delivery plan. The excuse lasts only for the affected obligation and duration. It does not excuse amounts already due or remove a statutory refund right. If the project cannot reasonably continue, the parties address termination, completed work, approved commitments and unearned prepaid amounts.

14. Ghanaian law and resolution

The agreement is governed by Ghanaian law unless a different lawful choice is expressly agreed, with all applicable mandatory protections preserved. Raise a dispute through the complaints process or the project’s established channel. Parties should attempt a good-faith resolution; voluntary mediation may be agreed under Ghana’s Alternative Dispute Resolution Act, 2010 (Act 798).

Arbitration requires a separate written agreement addressing the relevant procedure. Ghanaian courts are available subject to an agreed lawful jurisdiction clause and any mandatory forum rights. Neither party is prevented from seeking urgent relief, contacting a regulator or meeting a legal deadline.

15. Contract record and changes

Keep the accepted quotation, statement of work, applicable policy version and approved changes. We provide terms for review before agreement. Amendments to a signed project require the parties’ agreement; a later website edit is not a unilateral amendment of that project.