1. Acceptance of Terms

By engaging D-Broft Technologies ("Company," "we," "us," or "our") for any services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and D-Broft Technologies.

If you do not agree to these Terms, please do not use our services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting on our website.

2. Services Description

D-Broft Technologies provides digital solutions including but not limited to:

• Search Engine Optimization (SEO) services
• Web development and design
• Graphics design and visual branding
• Digital marketing and advertising
• Social media management
• Brand identity development
• Animation and motion graphics
• Content creation and copywriting

Specific services, deliverables, timelines, and costs will be outlined in individual project agreements or statements of work.

3. Client Responsibilities

3.1 Content and Materials

You are responsible for providing:

• Accurate and complete project requirements
• All necessary content, images, and materials
• Timely feedback and approvals
• Access to relevant accounts and platforms

3.2 Legal Compliance

You warrant that:

• All provided materials are legally owned or licensed by you
• Content does not infringe on third-party rights
• Your business operations comply with applicable laws
• You have authority to enter into this agreement

3.3 Communication

You agree to:

• Respond to communications within reasonable timeframes
• Provide clear and constructive feedback
• Notify us promptly of any changes in requirements

4. Payment Terms

4.1 Pricing and Invoicing

All prices are quoted in USD unless otherwise specified. Invoices will be sent according to the payment schedule outlined in your project agreement.

4.2 Payment Schedule

• Projects under $2,000: 50% upfront, 50% on completion
• Projects over $2,000: 33% upfront, 33% at milestone, 34% on completion
• Monthly services: Payment due at the beginning of each month

4.3 Late Payments

Late payments may result in:

• Suspension of work until payment is received
• Late fees of 1.5% per month on overdue amounts
• Transfer of hosting and domain ownership restrictions

4.4 Refund Policy

Refunds are considered on a case-by-case basis. Generally:

• Work completed is non-refundable
• Unused portions of prepaid services may be refunded
• Refund requests must be made within 30 days

5. Intellectual Property

5.1 Client Ownership

Upon full payment, you will own:

• Final deliverables specifically created for your project
• Custom code written exclusively for your website
• Original graphics and designs created for your brand

5.2 Company Retention

D-Broft Technologies retains:

• Rights to general methodologies and techniques
• Pre-existing intellectual property and tools
• Right to use project as portfolio example
• Rights to derivative works for internal use

5.3 Third-Party Assets

Some projects may include third-party components (fonts, stock images, plugins) that remain subject to their respective licenses.

6. Confidentiality

Both parties agree to maintain confidentiality of:

• Proprietary business information
• Technical specifications and processes
• Financial information and pricing
• Strategic plans and objectives

This confidentiality obligation survives termination of our agreement and continues for a period of 3 years.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed with professional skill and care
• Work will substantially conform to agreed specifications
• We have the right to provide the contracted services

7.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• No guarantee of specific results or performance metrics
• No warranty of uninterrupted or error-free operation
• No guarantee of search engine rankings or traffic
• No warranty against third-party claims

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability shall not exceed the amount paid for services
• We are not liable for indirect, incidental, or consequential damages
• We are not responsible for loss of profits, data, or business opportunities
• Client must notify us of any claims within 30 days of discovery

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

9. Termination

9.1 Termination by Client

You may terminate services with 30 days written notice. You remain responsible for:

• Payment for all work completed
• Any outstanding invoices
• Costs incurred on your behalf

9.2 Termination by Company

We may terminate services if:

• Payment is more than 30 days overdue
• You breach these Terms
• You request illegal or unethical work
• Communication becomes abusive or unprofessional

9.3 Effect of Termination

Upon termination:

• All work stops immediately
• Final invoice will be sent for completed work
• Deliverables will be provided upon full payment
• Confidentiality obligations continue

10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms are governed by the laws of Uganda, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes will be resolved through:

1. Direct negotiation: Good faith discussions between parties
2. Mediation: Neutral third-party mediation if negotiation fails
3. Arbitration: Binding arbitration under Uganda Arbitration Act

10.3 Jurisdiction

Any legal proceedings must be brought in the courts of Kampala, Uganda.

11. General Provisions

11.1 Force Majeure

Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, government actions, or technical failures.

11.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

11.3 Entire Agreement

These Terms, together with any signed project agreements, constitute the entire agreement between parties.

11.4 Assignment

You may not assign your rights under these Terms without our written consent. We may assign our rights with reasonable notice.

Company Information

D-Broft Technologies is a registered company in Uganda providing digital solutions and services.

Last updated: October 16, 2025