Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• "Client" means the individual, company, or organisation that engages Eirmond for the provision of services.
• "Services" means software development, consulting, maintenance, support, and any other services provided by Eirmond as described in a project proposal or service agreement.
• "Deliverables" means all software, code, documentation, designs, and other materials produced by Eirmond under a service engagement.
• "Agreement" means the project proposal, statement of work, or service contract entered into between the Client and Eirmond, together with these Terms.

2. Scope of Services

Eirmond provides software development and related technology services, including but not limited to:

• Web and mobile application development.
• Enterprise Resource Planning (ERP) systems.
• School, loan, and point-of-sale management systems.
• API integration and URA/EFRIS integration.
• Software maintenance, support, and consulting.

The specific scope, deliverables, timelines, and fees for each engagement are defined in the applicable Agreement. In the event of a conflict between these Terms and a signed Agreement, the Agreement shall prevail.

3. Engagement and Acceptance

A binding engagement is formed when the Client accepts a proposal or signs a service agreement with Eirmond. Acceptance may be indicated by:

• Signing a written or electronic agreement.
• Payment of an initial deposit or invoice.
• Written confirmation via email.

In accordance with the Electronic Transactions Act, 2011 (Sections 14–18), electronic signatures and communications have the same legal validity as their physical counterparts for the purposes of forming and evidencing contracts.

4. Payment Terms

Payment terms are specified in the applicable Agreement. Unless otherwise agreed:

• An initial deposit of 30–50% is required before commencement of work.
• Remaining payments are due upon delivery of agreed milestones or upon project completion.
• Invoices are due within fourteen (14) days of issue.
• All fees are quoted in Ugandan Shillings (UGX) unless otherwise stated.

Late payments may attract interest at the rate specified in the Agreement, or in the absence of such specification, at the prevailing rate under the Contracts Act, 2010. Eirmond reserves the right to suspend work on any engagement where payments are overdue by more than thirty (30) days.

5. Client Obligations

The Client agrees to:

• Provide accurate and complete information, content, and materials required for the execution of the project in a timely manner.
• Designate a point of contact with authority to make decisions and provide approvals on behalf of the Client.
• Review and provide feedback on deliverables within the timeframes specified in the Agreement.
• Ensure that any materials provided to Eirmond do not infringe on third-party intellectual property rights.
• Make payments in accordance with the agreed payment schedule.

Delays caused by the Client's failure to fulfil these obligations may result in revised timelines and additional charges.

6. Intellectual Property

Intellectual property rights in Uganda are governed by the Industrial Property Act, 2014, the Copyright and Neighbouring Rights Act, 2006, and the Trademarks Act, 2010.

• Client materials: The Client retains all intellectual property rights in materials, content, and data provided to Eirmond for the purpose of the engagement.
• Deliverables: Upon full payment, intellectual property rights in the custom deliverables created specifically for the Client are assigned to the Client, unless otherwise agreed in writing.
• Pre-existing IP and tools: Eirmond retains ownership of all pre-existing code, libraries, frameworks, tools, and methodologies used in the delivery of services. The Client is granted a non-exclusive, perpetual licence to use such components as part of the delivered solution.
• Open-source components: Where open-source software is used, it remains subject to its respective licence terms.

7. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party during the engagement ("Confidential Information"), including but not limited to business processes, technical specifications, source code, financial information, and client data.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure.
• Is independently developed without reference to the disclosing party's Confidential Information.
• Is required to be disclosed by law, court order, or regulatory authority.

These confidentiality obligations survive the termination of the engagement for a period of two (2) years.

8. Data Protection and Privacy

Both parties shall comply with the Data Protection and Privacy Act, 2019 in respect of any personal data processed in connection with the services. Specifically:

• Eirmond shall process personal data only for the purposes of delivering the agreed services, in accordance with Section 12 of the Act.
• Eirmond shall implement appropriate technical and organisational security measures as required by Section 20 of the Act.
• The Client is responsible for obtaining all necessary consents from data subjects whose personal data is provided to Eirmond, as required by Section 7 of the Act.
• In the event of a data breach, Eirmond shall notify the Client and the Personal Data Protection Office (PDPO) immediately, as required by Section 23 of the Act.

For full details on how we handle personal data, please refer to our Privacy Policy.

9. Warranties and Representations

Eirmond warrants that:

• Services will be performed with reasonable skill and care, consistent with generally accepted industry standards.
• Deliverables will materially conform to the specifications set out in the applicable Agreement for a period of ninety (90) days following delivery ("Warranty Period").
• During the Warranty Period, Eirmond will rectify any defects or non-conformities at no additional cost to the Client.

This warranty does not cover defects arising from modifications made by the Client or third parties, misuse, or use in an environment or manner not contemplated by the Agreement.

10. Limitation of Liability

To the maximum extent permitted by the Contracts Act, 2010 and applicable Ugandan law:

• Eirmond's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client under the applicable Agreement.
• Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under Ugandan law.

11. Termination

Either party may terminate an engagement:

• For convenience: By providing thirty (30) days' written notice to the other party.
• For cause: If the other party commits a material breach that remains unremedied for fourteen (14) days after written notice.

Upon termination:

• The Client shall pay for all services rendered and expenses incurred up to the date of termination.
• Eirmond shall deliver all completed and in-progress deliverables to the Client, subject to payment of outstanding fees.
• Confidentiality obligations, intellectual property provisions, and limitation of liability shall survive termination.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, civil unrest, pandemic, government action, power outages, internet disruptions, or acts of God.

The affected party shall notify the other party promptly and take all reasonable steps to mitigate the impact. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected engagement upon written notice.

13. Dispute Resolution

Any dispute arising out of or in connection with these Terms or any engagement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within thirty (30) days of written notice of the dispute.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation under the rules of the Centre for Arbitration and Dispute Resolution (CADER), Kampala.
• Arbitration: If mediation fails, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 2000 of Uganda. The arbitration shall be conducted in Kampala in the English language.

Nothing in this clause prevents either party from seeking urgent injunctive relief from the courts of Uganda where necessary.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Uganda. Subject to the dispute resolution procedure above, the courts of Uganda shall have exclusive jurisdiction over any proceedings arising out of or in connection with these Terms.

15. Website Use

By accessing and using the Eirmond website, you agree to the following:

• You will not use the website for any unlawful purpose or in violation of the Computer Misuse Act, 2011.
• You will not attempt to gain unauthorised access to any part of the website, its servers, or any connected systems.
• You will not use automated tools to scrape, crawl, or extract data from the website without our prior written consent.
• All content on the website, including text, graphics, logos, and code, is the property of Eirmond and is protected under the Copyright and Neighbouring Rights Act, 2006.

16. Amendments

Eirmond reserves the right to update these Terms from time to time. The "Last updated" date at the top of this page indicates when these Terms were most recently revised. Continued use of our services or website following any changes constitutes acceptance of the revised Terms.

Material changes to terms governing active engagements will be communicated to affected Clients in writing and will not apply retroactively without mutual agreement.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18. Contact Us

If you have any questions about these Terms of Service, please contact us: