Terms of Service

1. Agreement & Acceptance

By visiting www.rodvers.com, submitting an enquiry, signing a Statement of Work, or otherwise engaging Rodvers Company Limited ("Rodvers," "we," "our," or "us"), you confirm that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of an organisation, you represent that you have authority to bind it.

2. About Rodvers Company Limited

Rodvers is incorporated in Uganda and delivers technology consulting, software development, AI integration, and digital transformation services to businesses globally.

3. Services Offered

• Custom software and business systems development
• AI and machine learning integration
• Digital transformation and operational technology consulting
• Cloud infrastructure design and deployment
• Mobile and web application development
• Strategy, product management, and technology advisory

Specific deliverables, timelines, and fees are set out in an executed Statement of Work (SOW) or Service Agreement. In conflict, the SOW prevails.

4. Eligibility

Our services are intended for businesses and professionals aged 18 or older with the legal capacity to enter binding contracts in their jurisdiction.

5. Intellectual Property Rights

a) Rodvers Website Content

All website content — including text, graphics, logos, software, and design — is the exclusive property of Rodvers Company Limited, protected by international IP laws. No content may be reproduced or used without prior written consent.

b) Client Deliverables

Upon full payment, Rodvers assigns to the Client all right, title, and interest in bespoke deliverables. Rodvers retains ownership of all pre-existing IP, frameworks, libraries, and methodologies ("Background IP") and grants the Client a perpetual, non-exclusive, royalty-free licence to use Background IP as incorporated in the deliverables.

c) Portfolio Use

Unless the Client objects in writing, Rodvers may reference the client relationship and include approved project summaries in marketing and portfolio materials.

6. Client Obligations & Acceptable Use

You agree not to use our website or services to:

• Violate any applicable laws or regulations
• Infringe intellectual property, privacy, or other third-party rights
• Introduce malware, viruses, or harmful code into our systems
• Attempt to gain unauthorised access to our infrastructure
• Use automated scrapers or bots to harvest data without permission
• Transmit unlawful, defamatory, obscene, or fraudulent content

7. Fees, Payment & Invoicing

• Fees: Set out in the applicable SOW, quoted exclusive of taxes.
• Payment Terms: Invoices due within 14 days of invoice date. Projects may require a deposit.
• Late Payment: Overdue invoices accrue interest at 2% per month. Services may be suspended upon non-payment.
• Currency: USD for international clients, UGX for local engagements, unless otherwise agreed.
• Refunds: Fees for rendered services are non-refundable. Prepaid retainer refunds are governed by the applicable SOW.

8. Project Delivery & Timelines

Timelines are estimates contingent on the Client's timely provision of information, approvals, and feedback. Rodvers is not liable for delays caused by the Client's failure to fulfil its obligations, scope changes, or Force Majeure Events. Material scope changes require a signed Change Order.

9. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party and not to disclose it to third parties without prior written consent, except as required by law or to advisors/employees under confidentiality obligations. Obligations survive termination for three (3) years, or indefinitely for trade secrets.

10. Disclaimers & Warranties

Our website is provided "as is" without warranties of any kind. Rodvers does not warrant that the website will be uninterrupted, error-free, or virus-free.

For professional services, Rodvers warrants that work will be performed with reasonable care and skill. This warranty does not cover issues arising from the Client's actions, third-party products, or systems outside Rodvers' control. Nothing in these Terms excludes statutory rights that cannot lawfully be waived.

11. Limitation of Liability

To the fullest extent permitted by law, Rodvers shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities.

Rodvers' total aggregate liability shall not exceed the greater of: (a) fees paid by you in the three (3) months preceding the claim, or (b) USD 100.

12. Indemnification

You agree to indemnify and hold harmless Rodvers Company Limited and its directors, officers, employees, and agents from any claims, liabilities, damages, and expenses arising from: (a) your breach of these Terms; (b) your violation of applicable law; (c) your infringement of third-party rights; (d) materials you provide to Rodvers; or (e) your negligence or wilful misconduct.

13. Force Majeure

Rodvers is not liable for failure or delay caused by events beyond its reasonable control, including acts of God, pandemics, war, government actions, or third-party service failures. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected engagement by written notice without liability.

14. Termination

Either party may terminate upon 30 days' written notice. Rodvers may terminate immediately upon the Client's material breach (unremedied within 7 days), insolvency, or fraudulent conduct. Upon termination, all outstanding fees become immediately due, and Sections 5, 9, 11, 12, 15, and 16 survive.

15. Governing Law, Jurisdiction & Dispute Resolution

a) Governing Law

These Terms are governed by the laws of the Republic of Uganda.

b) Informal Resolution

Both parties agree to attempt good-faith negotiation for 30 days before formal proceedings.

c) Binding Arbitration

Unresolved disputes shall be settled by binding arbitration under Uganda's Arbitration and Conciliation Act, Cap. 4. Seat: Kampala, Uganda, in English, before a single arbitrator appointed by CADER if not agreed.

d) International Clients

Clients based in the EU, UK, or US acknowledge Ugandan governing law and consent to Ugandan jurisdiction, subject to mandatory consumer protection rights in their jurisdiction that cannot be contractually excluded.

e) Injunctive Relief

Either party may seek urgent injunctive relief from any competent court to prevent irreparable harm.

16. General Provisions

• Entire Agreement: These Terms and any executed SOW supersede all prior understandings.
• Amendments: Rodvers may update these Terms at any time. Continued use constitutes acceptance.
• Severability: If any provision is unenforceable, remaining provisions stay in effect.
• Waiver: Failure to enforce any right is not a future waiver of that right.
• Assignment: You may not assign these Terms without Rodvers' prior written consent.
• Notices: Legal notices to legal@rodvers.com or by post to Rodvers, Uganda House / Nakasero, Kampala.