Terms of Service

1. Acceptance of Terms

Welcome to NeuraCreations. By accessing our website at neuracreations.com or engaging our software development services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our website or services.

These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and NeuraCreations ("we," "us," or "our"), a software development company registered and operating in Nairobi, Kenya.

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

2. Our Services

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

• Custom software development
• Web application development
• Mobile application development (iOS and Android)
• UI/UX design services
• API development and integration
• Cloud solutions and deployment
• Software maintenance and support
• Technical consulting

2.1 Project Agreements

Specific projects are governed by individual project agreements, proposals, or statements of work ("SOW") that outline the scope, timeline, deliverables, and fees. In case of conflict between these Terms and a project agreement, the project agreement shall prevail for that specific project.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time. For ongoing projects, we will provide reasonable notice of any changes that may affect the project.

3. Client Responsibilities

To ensure successful project delivery, clients agree to:

• Provide Accurate Information: Supply accurate and complete information, requirements, and specifications needed for the project.
• Timely Communication: Respond to our queries, provide feedback, and approve deliverables within agreed timeframes.
• Access and Resources: Provide necessary access to systems, accounts, and resources required for the project.
• Content and Materials: Supply all content, images, logos, and materials needed for the project, ensuring you have the right to use them.
• Designated Contact: Designate a primary point of contact with authority to make decisions on behalf of your organization.
• Legal Compliance: Ensure your use of our services complies with all applicable laws and regulations.

Delays caused by failure to fulfill these responsibilities may result in project timeline extensions and additional costs.

4. Intellectual Property Rights

4.1 Client Materials

You retain all rights to content, data, trademarks, and materials you provide to us. You grant us a limited license to use these materials solely for the purpose of delivering the contracted services.

4.2 Deliverables

Upon full payment of all project fees:

• Custom code and designs created specifically for your project are assigned to you.
• You receive full ownership rights to use, modify, and distribute the deliverables.

4.3 NeuraCreations Property

We retain ownership of:

• Pre-existing code, libraries, frameworks, and tools we developed before the project.
• General methodologies, processes, and know-how.
• Reusable components and modules that are not specific to your project.

You receive a perpetual, royalty-free license to use any of our pre-existing materials incorporated into your deliverables.

4.4 Third-Party Components

Projects may incorporate third-party software, libraries, or services. These remain subject to their respective licenses, and we will inform you of any significant third-party dependencies.

4.5 Portfolio Rights

Unless otherwise agreed in writing, we reserve the right to display completed work in our portfolio and marketing materials, including general project descriptions and screenshots.

5. Payment Terms

5.1 Fees and Payment Schedule

Project fees and payment schedules are outlined in individual project proposals or agreements. Standard terms include:

• An upfront deposit (typically 30-50%) required before work begins.
• Milestone payments as defined in the project agreement.
• Final payment upon project completion and delivery.

5.2 Payment Methods

We accept payment via bank transfer, M-Pesa, and other methods as agreed. All fees are quoted in Kenyan Shillings (KES) unless otherwise specified.

5.3 Late Payment

Invoices are due within 14 days of issue unless otherwise agreed. Late payments may incur:

• Interest at 2% per month on overdue amounts.
• Suspension of work until payment is received.
• Retention of deliverables until full payment is made.

5.4 Additional Work

Work outside the agreed scope requires a change order with additional fees. We will notify you of any scope changes and obtain approval before proceeding.

5.5 Taxes

Fees are exclusive of applicable taxes. You are responsible for any VAT, withholding taxes, or other taxes applicable to the services.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement, including:

• Business plans, strategies, and financial information
• Technical specifications and source code
• Customer data and user information
• Trade secrets and proprietary processes

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
• Is independently developed without use of confidential information
• Is required to be disclosed by law

Confidentiality obligations survive the termination of our engagement for a period of 3 years.

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner.
• Deliverables will substantially conform to agreed specifications for 30 days after delivery.
• We have the right to provide the services and deliverables.
• To our knowledge, deliverables will not infringe third-party intellectual property rights.

7.2 Warranty Period

We provide a 30-day warranty period after project completion during which we will fix any bugs or defects at no additional cost. This warranty covers defects in functionality against agreed specifications, not new features or enhancements.

7.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• Services will be uninterrupted or error-free
• Deliverables will meet all your requirements beyond agreed specifications
• Third-party services or integrations will function without issues

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability for any claims arising from our services shall not exceed the total fees paid by you for the specific project giving rise to the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill.
• We are not liable for delays or failures caused by circumstances beyond our reasonable control, including but not limited to natural disasters, internet outages, or third-party service failures.

These limitations apply regardless of the legal theory on which the claim is based.

9. Termination

9.1 Termination by Client

You may terminate the project at any time by providing written notice. Upon termination:

• You shall pay for all work completed up to the termination date.
• Any deposits or prepaid amounts for uncompleted work may be retained to cover costs incurred.
• We will deliver all completed work upon receipt of final payment.

9.2 Termination by NeuraCreations

We may terminate the engagement if:

• Payment is overdue by more than 30 days.
• You materially breach these Terms and fail to cure within 14 days of notice.
• Continuation would require us to violate any law or regulation.

9.3 Effect of Termination

Upon termination, provisions regarding intellectual property, confidentiality, limitation of liability, and governing law shall survive.

10. Governing Law and Disputes

These Terms are governed by the laws of the Republic of Kenya. Any disputes arising from these Terms or our services shall be:

• First attempted to be resolved through good-faith negotiation between the parties.
• If negotiation fails, submitted to mediation in Nairobi, Kenya.
• If mediation fails, subject to the exclusive jurisdiction of the courts of Kenya.

11. General Provisions

• Entire Agreement: These Terms, together with any project agreements, constitute the entire agreement between the parties.
• Severability: If any provision is found unenforceable, the remaining provisions shall continue in effect.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• Assignment: You may not assign your rights under these Terms without our written consent.
• Force Majeure: Neither party shall be liable for delays due to circumstances beyond reasonable control.
• Independent Contractors: Our relationship is that of independent contractors, not employer-employee, partnership, or joint venture.

12. Changes to These Terms

We may update these Terms from time to time. When we make changes:

• We will update the "Last Updated" date at the top of this page.
• For significant changes affecting ongoing projects, we will notify affected clients directly.
• Continued use of our services after changes constitutes acceptance of the new Terms.

13. Contact Us

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