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Our Terms of Use ("Terms", "Terms of Service", "Terms and Conditions") tell you a set of rules, policies, principles and acceptable behavior to which you must agree in order to access, use or receive our Services which are shared offline and/or online through our website, app or social media (singly or collectively our "Services").
By using XILEF Company Limited ("XILEF", the "Company", "We", "Us"), you acknowledge that you’ve read and accepted these Terms. If you disagree with any part of these Terms then you may not access, use or receive our Services.
[1.1] XILEF reserves the unassailable right to refuse offering our Services.
[1.2] XILEF may terminate or suspend your access to our Services immediately, without prior notice or liability for any reason whatsoever, including without limitation, if you breach any of these Terms.
[2.1] A Client (a "User") is a person or a company or an organization that requests for and/or receives Services from XILEF.
[2.2] Ordering is the process where a Client requests for a quote or books a meeting with XILEF. "OR" Ordering is the process where a Client fills out any of our online forms or questionnaires in request for our Services.
[3.1] When communicating on behalf of a company or organization instead of as a person, you ensure that you have the authority to act on their behalf.
[3.2] Please carefully read and understand these Terms of Service. The Client's Ordering (as defined above in 2.2) whether offline or online indicates the Client's full agreement to all these Terms of Service.
[3.3] Additionally, the Client's Ordering (as defined above in 2.2) combined with payment of the initial deposit for our Services to be provided signify a contractual agreement between the Client and XILEF.
You agree to grant XILEF the non-exclusive and unlimited right to reprint, use directly, or make derivative use of any comments, responses, posts, or other information communicated to it through its website (hereinafter “Responses”). XILEF shall not in any way be required to treat Responses as confidential, and shall be entitled to use Responses for any commercial or non-commercial purpose permitted to it without any compensation to you or any other person contributing to the Responses. You acknowledge by submitting Responses that you own whatever content you submit, and that our use of your Responses will not infringe upon the rights of any third-party.
[5.1] All material supplied by the Client shall remain the Client’s property. It will be assumed that this material belongs to the Client and that it does not breach any copyright laws or privacy regulations.
[5.2] XILEF will retain copyright of any material, including design, artwork, content and the source code, created for the Client by the Company. Once full payment has been received by XILEF, copyright may be transferred to the Client if previously agreed. XILEF reserves the right to retain the copyright on all material created by the Company unless agreed upon otherwise between the two parties in writing.
[5.3] XILEF cannot be held liable for any information contained within the Client’s website, app or software. The content of such remains the copyright and intellectual property of the Client. Even so, XILEF retains the right to display graphics and other design elements of these projects as examples of the Company's work in our respective portfolios.
[5.4] All intellectual property rights on our Website are owned or licensed by us. All such rights remain unassailable. You must not copy, download or print any excerpt, content, page, resource or any other material from our Website for your own personal or commercial use.
[5.5] In case on infringement, we will initiate legal actions such as notice and takedown claims (under the Digital Millennium Copyright Act (DMCA) ), and domain name abuse claims under the Domain Name Dispute Resolution Policy with the WIPO Arbitration and Mediation Center . Futhermore, we'll act under Uganda's Legal Framework including the Constitution of Uganda, the National Intellectual Property Policy , and others depending on your area of jurisdiction.
[6.1] The Client acknowledges that all our Services including (but not limited to) web development, software development, mobile app development, among others, include certain risks, such as typos, code issues, data losses, scope creep, unstable workload, system breakdowns, and more.
XILEF will do everything possible to prevent situations like these from occurring, but if they do, the Company will work with the Client to resolve the problem. Without limiting the above, and to the extent allowed by required applicable law, our liability shall not exceed half the total fees paid by the Client to the Company for the project or service at issue.
[6.2] The Client is responsible for paying the agreed-upon fees at the designated time for the Services provided by the Company. Failure to make timely payments as earlier established can result in breach of contract liabilities and/or termination of the Client's contract and project alike.
[6.3] The Client is liable for providing accurate and complete information necessary for their project. This includes content, images, branding materials, and any other resources required for the project. Providing inaccurate or incomplete information may lead to delays and/or additional costs for the Client.
[6.4] It is the Client’s responsibility to ensure that the content, images, and other materials provided for their project comply with applicable laws, regulations, and industry standards. This includes copyright laws (as stated above in 5.1), privacy regulations, and accessibility standards.
[6.5] The Client is liable for any changes or additions to the project scope that result in additional work beyond the original agreement. If the Client requests new features, functionalities, or revisions outside the scope of the initial contract, they may be responsible for paying additional fees and/or further extending project timelines.
[6.6] The Client is responsible for providing timely approvals and feedback on the project demos and work delivered by XILEF. Delays in providing feedback or approvals can impact project timelines and may result in additional costs or liabilities for the Client.
[6.7] In addition to 6.6 above, the Client is typically responsible for testing and reviewing the completed website, app or software developed by XILEF and providing formal acceptance or approval. If the Client fails to conduct thorough testing or delays the acceptance process, it may result in project delays or additional costs for the Client.
[6.8] The Client may be liable for maintaining the confidentiality of proprietary information shared by XILEF, including trade secrets, proprietary methodologies, and sensitive project details. Breaching confidentiality agreements may result in legal liabilities for the Client.
[6.9] If the Client decides to terminate the contract before the completion of the project, they may be liable for any fees, expenses, or costs incurred by XILEF up to that point of termination.
[6.10] The Client agrees to indemnify and hold harmless XILEF from and against any claims, damages, losses, liabilities, and expenses arising from the Client's negligence, breach of contract, or violation of applicable laws or regulations.
[6.11] For instructions on our liability to you proceed to #9 or feel free to contact us.
[7.1] In the event of a complaint, we encourage you to first contact our customer support team at csm@xilefug.com. Our team will make every effort to resolve your issue promptly and to your satisfaction.
[7.2] When contacting us about a complaint, please provide as much detail as possible, including your name, contact information, a description of the issue, and any relevant documentation or evidence.
[7.3] If you are dissatisfied with the resolution of your complaint, you may request escalation to a customer success manager or support specialist for further review and assistance.
[8.1] An initial deposit of 50% of the total cost of the project is required before work can commence. After work commences this is non-refundable.
[8.2] The initial project cost invoiced to the Client is for the work agreed upon at the commencement of the contract and/or the project only. Should the Client decide that changes or additions are required as the project is on-going, then we will provide a separate quote and/or invoice explicitly showing the costs for the additional work. This may also require extension of the timescale for completing the project (as explained above in 6.5).
[8.3] Deployment or launch of the Client's website, app or software may only take place after full payment has been received by XILEF from the Client.
[8.4] Any material or project output previously deployed or launched may be removed (suspended) if payment is not received in the due time. When this occurs, a minimum charge of 10% of the outstanding balance will be required from the Client to get the project restored.
[8.5] Accounts that have not been settled within 14 days of the date shown on the invoice will incur; a late payment charge of not less than 10% of the outstanding balance and/or a monthly 10% compound interest on the amount pending and/or suspension or termination of the Client's project.
[8.6] Regarding extra or third-party costs that may be encountered during the offering of our Services, note the following;
8.6.1 The Client acknowledges that certain aspects of the project may require the use of third-party services, such as domain registration, web hosting, aggregators, cloud services, software licenses, among others. Any costs associated with third-party services will be the responsibility of the Client and will be payable by the Client to XILEF or the third-party service provider as may be decided by XILEF.
8.6.2 In the event that additional costs beyond the agreed-upon project scope arise, XILEF will seek approval from the Client before proceeding with any work or incurring expenses. The Client understands that failure to approve additional costs may result in delays or limitations to the project.
8.6.3 In cases where third-party costs are incurred by XILEF on behalf of the Client during the course of the project, the Client agrees to reimburse XILEF for all those expenses. This includes but is not limited to expenses related to domain registration, web hosting, aggregators, cloud services, software licenses, and other necessary services.
8.6.4 While every effort will be made to provide accurate cost estimates for third-party services, XILEF cannot guarantee the final costs, as they may be subject to change by the third-party service providers. However rare such instances are, the Client acknowledges that actual costs may vary from the initial estimates provided by the Company.
8.6.5 Prices quoted for services are exclusive of applicable taxes, unless otherwise stated. Clients are responsible for paying any taxes, duties, or other governmental charges related to the Services provided.
8.6.6 The Client acknowledges that costs may be subject to currency fluctuations if the Services are provided in a currency other than the Client's local currency. The Client agrees to bear any additional costs resulting from such currency fluctuations.
8.6.7 If the Client fails to pay third-party invoices in a timely manner, XILEF reserves the right to extend the project timeline until such costs are settled. Any delays caused by unpaid third-party invoices will not be the responsibility of the Company.
8.6.8 Above all, XILEF will make reasonable efforts to contain third-party costs within the agreed-upon budget and explore cost-effective alternatives when possible. However, the Client acknowledges that certain services may require investment beyond the initial budget to achieve project goals.
[8.7] Travelling time and costs to and from the Client's premises are not generally included in our project costs. If a physical meeting is required of us by the Client or their representatives, they will bear all the expenses involved therein unless otherwise agreed upon between both parties.
[8.8] Unless otherwise agreed upon in the project proposal or contract, these will be the price and payment terms valid and enforceable.
[9.1] XILEF agrees to perform the Services outlined in the project proposal or contract with reasonable care, diligence, skill, and expertise, in accordance with industry standards and best practices.
[9.2] XILEF will make reasonable efforts to complete the project within the agreed-upon timeframe specified in the project proposal or contract. However, the Company does not guarantee specific delivery dates and shall not be liable for delays caused by factors or event beyond its control (as explained in #10), including but not limited to client-requested changes, third-party delays, or force majeure events.
[9.3] XILEF will conduct thorough testing and quality assurance procedures to ensure that the delivered project outputs (websites, apps, software, among others) meet the agreed-upon specifications and are free from defects that materially impact their functionality, usability and security.
[9.4] XILEF warrants that it has the necessary rights to use any intellectual property, including source code, designs, and content, provided to the Client as part of the project deliverables, if previously agreed upon (as explained in 5.2). The Client may be granted appropriate usage rights to the completed work upon full payment of all fees and expenses (as emphasized in 8.3).
[9.5] XILEF agrees to comply with all applicable laws, regulations, and industry standards in the provision of its Services. This includes but is not limited to data protection laws, intellectual property rights, accessibility standards, and relevant consumer protection regulations.
[9.6] XILEF agrees to keep all confidential information provided by the Client confidential and to use it only for the purposes of performing the Services outlined in the project proposal or contract. The Company will take reasonable measures to safeguard the confidentiality of such information. Meanwhile, XILEF is responsible for and has succeded in keeping all clients' information safe. However, information from the Client will only be deemed confidential if notice of confidentiality is issued to XILEF by the Client.
[9.7] XILEF will conduct itself in a professional manner and treat the Client with courtesy and respect at all times. Any disputes or disagreements will be handled in a professional and respectful manner, with the goal of reaching an amicable resolution.
[9.8] The Company agrees to indemnify and hold harmless the Client from and against any claims, damages, losses, liabilities, and expenses arising from the Company's negligence, breach of contract, or violation of applicable laws or regulations.
[9.9] In no event shall the Company be liable to the Client or any third-party for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the services provided, including but not limited to lost profits, loss of data, or business interruption. The total liability of the Company to the Client for any and all claims shall not exceed half the total fees paid by the Client to the Company for the Services rendered.
[10.1] We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Service that is caused by an Event(s) Beyond Our Control.
[10.2] An Event Beyond Our Control means any act or event beyond our reasonable control including (without limitation) strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, power blackout or brownout, explosion, accidents, adverse weather, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or closure or failure of public infrastructure or public or private telecommunications networks.
[10.3] If an Event Beyond Our Control takes place that affects the performance of our obligations under these Terms:
10.3.1 We will contact you as soon as reasonably possible to notify you; and
10.3.2 Our obligations under these Terms will be adjourned and the time for performance of these obligations will be extended for the duration of the Event Beyond Our Control. Anything foreseeable will be communicated too.
Our website may contain links to other websites that are not under our control. We are not responsible for the accuracy, relevancy, copyright compliance, legality, or any other aspect of the content of those websites. The inclusion of any links does not imply an endorsement or approval by GFC of any website, product, solution, or Service for any reason whatsoever.
[12.1] We may transfer all or some of our rights or obligations under this Agreement if we take appropriate efforts to ensure that your rights are not affected. You may not transfer any of your rights or obligations under this Agreement without our prior written authorization as it’s personal to you.
[13.1] XILEF reserves the right to change, modify, add, or delete portions of these Terms of Service at any time, at its discretion. From time to time, we may change, modify, add, or delete portions of these Terms, and as a User you must always consult our most recent version.
[13.2] XILEF reserves the right to make changes, modifications, additions to, and deletions from the content available on this Website at any time, at its discretion. This right includes but is not limited to the right to discontinue for perpetuity or any limited period the availability of any webpages, resources, products, solutions and services offered on this Website.
If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect.
In case of queries or concerns about our Terms, feel free to contact us.