Terms of Service

1. Agreement to Terms

Welcome to MicroAI Systems. These Terms of Service ("Terms") govern your access to and use of our website, services, and products (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

We reserve the right to modify these Terms at any time. Continued use of our Services after changes constitutes acceptance of the modified Terms.

2. Description of Services

MicroAI Systems provides web development services, including but not limited to:

• Custom web application development
• SaaS platform development
• Corporate website design and development
• Web tools and utilities development
• E-commerce solutions
• API development and integration
• Hosting and maintenance services
• Technical consulting

The specific scope of services for each project will be detailed in a separate Project Agreement or Statement of Work (SOW).

3. Eligibility

You must be at least 18 years old to use our Services. By using our Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into these Terms.

If you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Account Registration and Security

4.1 Account Creation

Some features of our Services may require you to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

4.2 Account Termination

We reserve the right to suspend or terminate your account at our discretion if you violate these Terms, engage in fraudulent activity, or for any other reason we deem necessary.

5. Project Engagement Terms

5.1 Scope of Work

Each project begins with a detailed Statement of Work (SOW) or Project Agreement that outlines:

• Project deliverables and milestones
• Timeline and deadlines
• Payment terms and pricing
• Technical specifications
• Responsibilities of both parties
• Change request procedures

5.2 Client Responsibilities

To ensure successful project completion, clients agree to:

• Provide timely feedback and approvals
• Supply necessary content, materials, and access
• Respond to requests for information within 48 hours
• Designate a primary point of contact
• Make timely payments as agreed

5.3 Timeline Estimates

Project timelines are estimates based on the agreed scope. Delays caused by client feedback, change requests, or unforeseen technical challenges may extend deadlines. We will communicate any timeline changes promptly.

5.4 Change Requests

Changes to the agreed scope of work must be submitted in writing. Additional work may result in:

• Revised timeline
• Additional fees
• Updated project milestones

6. Payment Terms

6.1 Pricing and Fees

Fees for our services are specified in project quotes and agreements. Standard payment structures include:

• Setup Fees: One-time fees for project initiation and development
• Development Costs: Fees for custom development work
• Monthly Hosting: Recurring fees for hosting services
• Monthly Maintenance: Optional ongoing support and updates

6.2 Payment Schedule

Unless otherwise agreed in writing, payment terms are:

• Deposit: 50% deposit required before work begins
• Final Payment: 50% due upon project completion or go-live
• Monthly Fees: Due on the 1st of each month
• Payment Method: Bank transfer, mobile money, or approved payment gateways

6.3 Late Payments

Invoices are due within 7 days of receipt. Late payments may result in:

• Suspension of work on active projects
• Suspension of hosting or maintenance services
• Late payment fees of 5% per month
• Legal action to recover outstanding amounts

6.4 Refund Policy

Deposits are non-refundable once work has commenced. Refunds for completed work will not be issued. In cases of project cancellation, clients are responsible for payment of all work completed to date.

7. Intellectual Property Rights

7.1 Ownership Transfer

Upon full payment, all custom code and designs created specifically for your project will be transferred to you. This includes:

• Custom application code
• Custom design elements
• Project-specific assets

7.2 MicroAI Systems Property

MicroAI Systems retains ownership of:

• Proprietary frameworks and tools
• Reusable code libraries and components
• Development methodologies and processes
• Pre-existing intellectual property

7.3 Third-Party Components

Projects may include third-party libraries, frameworks, and tools (e.g., React, Next.js, Tailwind CSS) that are subject to their own licenses. You agree to comply with all applicable third-party licenses.

7.4 Portfolio Rights

MicroAI Systems reserves the right to showcase completed projects in our portfolio, case studies, and marketing materials unless otherwise agreed in writing.

8. Warranties and Disclaimers

8.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. We provide a 30-day bug fix warranty from project delivery for issues directly related to our work.

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Compatibility with all systems

8.3 Third-Party Services

We are not responsible for third-party services, hosting providers, payment processors, or other external dependencies. Issues with third-party services are the responsibility of those providers.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROAI SYSTEMS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Damages resulting from third-party services or content
• Damages exceeding the amount paid for services in the preceding 12 months

Some jurisdictions do not allow limitation of liability, so these limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless MicroAI Systems, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Content you provide for your project
• Your use of the delivered project

11. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the project. This includes:

• Business strategies and plans
• Technical specifications and code
• Financial information
• Customer data
• Trade secrets and proprietary processes

Confidential information does not include information that is publicly available, independently developed, or required to be disclosed by law.

12. Termination

12.1 Project Cancellation

Either party may terminate a project with written notice. In case of termination:

• Client is responsible for payment of all work completed to date
• MicroAI Systems will deliver all completed work upon payment
• Deposits are non-refundable
• Both parties release each other from future obligations

12.2 Termination for Breach

We may terminate immediately if you:

• Fail to make payments
• Violate intellectual property rights
• Engage in illegal activities
• Breach these Terms

13. Hosting and Maintenance Services

13.1 Hosting Services

If you subscribe to our hosting services, we provide:

• Server space and resources
• 99% uptime guarantee (excluding planned maintenance)
• Regular backups
• Security monitoring
• SSL certificates

13.2 Maintenance Services

Monthly maintenance includes:

• Security updates and patches
• Bug fixes for existing features
• Performance monitoring
• Technical support (up to agreed hours)

13.3 Service Suspension

Hosting and maintenance services may be suspended for non-payment. We will provide 7 days notice before suspension. Extended suspension may result in data loss.

14. Acceptable Use Policy

You agree not to use our Services to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Distribute malware, viruses, or harmful code
• Engage in spamming or phishing
• Harass, abuse, or harm others
• Distribute illegal, offensive, or harmful content
• Attempt unauthorized access to systems
• Interfere with service operation

15. Dispute Resolution

15.1 Informal Resolution

In the event of any dispute, both parties agree to first attempt to resolve the matter through good faith negotiations.

15.2 Mediation

If informal resolution fails, parties agree to participate in mediation before pursuing legal action.

15.3 Governing Law

These Terms are governed by the laws of Ghana. Any legal action must be brought in the courts of Ghana.

16. Force Majeure

MicroAI Systems is not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including:

• Natural disasters
• War, terrorism, or civil unrest
• Government actions or regulations
• Power outages or internet failures
• Pandemics or health emergencies
• Third-party service failures

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms remain in full force and effect.

18. Entire Agreement

These Terms, together with any Project Agreements, SOWs, and our Privacy Policy, constitute the entire agreement between you and MicroAI Systems regarding the use of our Services and supersede all prior agreements and understandings.

20. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM.