TERMS AND CONDITIONS FOR DIGITAL SERVICES

1. INTRODUCTION AND ACCEPTANCE OF TERMS

1.1 Agreement Overview

These Terms and Conditions ("Agreement" or "Terms") constitute a legally binding agreement between Aurora Systems (Pvt) Ltd ("Aurora," "we," "us," or "our") and the client ("Client," "you," or "your") for the provision of digital services including but not limited to software development, custom applications, system design, prototyping, testing, deployment, and ongoing support services.

1.2 Acceptance of Terms

By engaging Aurora's services, signing a Statement of Work, or accepting any deliverables from Aurora, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you must not proceed with engaging our services.

1.3 Binding Nature

This Agreement becomes effective upon acceptance and remains in force throughout the duration of the services engagement. Both parties agree to conduct business in accordance with these terms and any applicable Statement of Work or Service Agreement.

2. DEFINITIONS

2.1 Key Terms

• "Services" means all digital services provided by Aurora including software development, system design, application development, testing, deployment, maintenance, and support services.
• "Deliverables" means all work products, software, applications, documentation, and other materials created or provided by Aurora under this Agreement.
• "Confidential Information" means any proprietary, non-public information disclosed by either party.
• "Statement of Work" (SOW) means a separate document detailing specific project requirements, timelines, and deliverables.
• "Client Data" means all data, content, and information provided by or on behalf of Client.
• "Intellectual Property" means patents, copyrights, trademarks, trade secrets, and other proprietary rights.

3. SERVICES PROVIDED

3.1 Scope of Services

Aurora provides comprehensive digital solutions through our structured process:

3.1.1 Discovery and Planning

• In-depth understanding of your goals, challenges, and vision
• Requirements analysis and technical feasibility assessment
• Project planning and resource allocation
• Risk assessment and mitigation strategies

3.1.2 Design and Prototyping

• User-centric design development
• Interactive prototypes and mockups
• User experience (UX) and user interface (UI) design
• Design iteration based on feedback

3.1.3 Development and Testing

• Custom software and application development
• Robust, scalable, and secure solution implementation
• Comprehensive quality assurance and testing
• Performance optimization and security testing

3.1.4 Launch and Support

• Software deployment and go-live support
• Post-launch monitoring and support
• Ongoing maintenance and updates
• Technical support and troubleshooting

3.2 Service Modifications

Aurora reserves the right to modify, enhance, or discontinue any aspect of our services with reasonable notice to Client. Material changes affecting ongoing projects will be communicated and agreed upon before implementation.

4. PROJECT SCOPE AND DELIVERABLES

4.1 Project Specifications

All projects will be governed by a detailed Statement of Work that includes:

• Detailed project requirements and specifications
• Clear deliverables and acceptance criteria
• Project timeline and milestones
• Resource allocation and responsibilities

4.2 Change Management

4.2.1 Change Requests

Any modifications to the agreed scope must be documented in writing and approved by both parties. Changes may impact:

• Project timeline
• Total project cost
• Resource allocation
• Final deliverables

4.2.2 Change Order Process

1. Client submits change request in writing
2. Aurora evaluates impact and provides estimate
3. Client approves additional cost and timeline
4. Formal change order is executed
5. Work proceeds with revised scope

4.3 Acceptance Criteria

4.3.1 Testing and Approval

Client will have 10 business days to test and review deliverables. Acceptance is deemed to occur if:

• Client provides written acceptance, or
• Client uses deliverables in production environment, or
• 10 business days pass without written rejection

4.3.2 Rejection Process

If deliverables are rejected, Client must provide detailed reasons within the testing period. Aurora will remedy legitimate defects at no additional cost.

5. PAYMENT TERMS

5.1 Fee Structure

Payment terms will be specified in the applicable Statement of Work and may include:

• Fixed project fees
• Time and materials billing
• Milestone-based payments
• Recurring maintenance fees

5.2 Payment Schedule

5.2.1 Standard Payment Terms

Unless otherwise specified:

• 30% upon contract signing
• 40% upon delivery of beta/testing version
• 30% upon project completion and acceptance
• All invoices are due within 30 days of receipt

5.2.2 Recurring Services

For ongoing services, monthly fees are due in advance on the first day of each month.

5.3 Late Payment

5.3.1 Interest and Fees

Late payments will incur interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Aurora may also charge administrative fees for collection efforts.

5.3.2 Service Suspension

Aurora reserves the right to suspend services for accounts more than 30 days overdue until payment is brought current.

5.4 Additional Costs

Client is responsible for:

• Third-party software licenses
• Hardware or infrastructure costs
• Travel expenses (if pre-approved)
• Additional services outside the agreed scope

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership of Deliverables

6.1.1 Custom Developed Work

Upon full payment, Client will own all intellectual property rights in custom software, applications, and materials developed specifically for Client under this Agreement.

6.1.2 Pre-existing IP

Aurora retains all rights to:

• Pre-existing methodologies, tools, and frameworks
• General knowledge and experience gained during the project
• Non-client-specific innovations and improvements

6.2 License Grants

6.2.1 Client License

Client receives a perpetual, irrevocable license to use any Aurora pre-existing IP incorporated into deliverables.

6.2.2 Aurora License

Client grants Aurora a non-exclusive license to use Client Data solely for providing services under this Agreement.

6.3 Third-party Components

6.3.1 Open Source Software

Aurora may incorporate open-source software subject to applicable licenses. Client will receive documentation of all third-party components and their license requirements.

6.3.2 Commercial Software

Any commercial third-party software requires separate licensing directly with the vendor.

6.4 Portfolio Rights

Aurora may use project information for marketing purposes, including company name and general project description, unless Client objects in writing.

7. CONFIDENTIALITY

7.1 Definition of Confidential Information

Confidential Information includes:

• Business plans, strategies, and financial information
• Technical specifications, source code, and algorithms
• Customer lists and business relationships
• Any information marked as confidential
• Information that would reasonably be considered confidential

7.2 Obligations

Both parties agree to:

• Maintain confidentiality of all Confidential Information
• Use Confidential Information solely for the purpose of this Agreement
• Limit access to employees with a need to know
• Implement reasonable security measures to protect such information

7.3 Exclusions

Confidential Information does not include information that:

• Is publicly available through no breach of this Agreement
• Was known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

7.4 Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years.

8. WARRANTIES

8.1 Service Warranties

Aurora warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will conform to industry standards and best practices
• Personnel assigned to projects have appropriate skills and qualifications

8.2 Software Warranties

8.2.1 Performance Warranty

Aurora warrants that software deliverables will:

• Perform materially in accordance with specifications for 90 days post-delivery
• Be free from material defects in workmanship
• Conform to documented requirements and acceptance criteria

8.2.2 Warranty Remedies

Aurora's sole obligation for warranty breaches is to:

• Correct defects at no additional charge
• Provide workarounds for non-critical issues
• Replace non-conforming deliverables

8.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, AURORA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.4 Warranty Period

All warranties expire 90 days after delivery and acceptance of final deliverables unless otherwise specified in a Statement of Work.

9. LIMITATION OF LIABILITY

9.1 Liability Cap

9.1.1 Maximum Liability

Aurora's total aggregate liability arising out of or related to this Agreement shall not exceed the total amount paid by Client to Aurora under this Agreement in the 12 months preceding the event giving rise to liability.

9.1.2 Per-Incident Cap

For any single incident, Aurora's liability shall not exceed 25% of the total project value or $50,000, whichever is less.

9.2 Excluded Damages

IN NO EVENT SHALL AURORA BE LIABLE FOR:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, or business opportunities
• Data loss or corruption (beyond restoration from backups)
• Third-party claims or demands
• Costs of procurement of substitute services

9.3 Exceptions

The limitations in this section do not apply to:

• Aurora's gross negligence or willful misconduct
• Breach of confidentiality obligations
• Indemnification obligations
• Violations of intellectual property rights

9.4 Essential Terms

Client acknowledges that the fees charged reflect the allocation of risk set forth in this Agreement and that Aurora would not enter into this Agreement without these limitations.

10. SERVICE LEVEL AGREEMENT

10.1 Support and Maintenance Services

For ongoing support and maintenance services, Aurora will provide:

10.1.1 Response Times

• Critical Issues: 4 hours during business hours
• High Priority: 24 hours during business hours
• Medium Priority: 72 hours during business hours
• Low Priority: 5 business days

10.1.2 Business Hours

Monday through Friday, 8:00 AM to 6:00 PM SAST, excluding public holidays.

10.2 Performance Metrics

10.2.1 Uptime Guarantee

For hosted services, Aurora will maintain 99.5% uptime, calculated monthly, excluding:

• Scheduled maintenance windows
• Force majeure events
• Client-caused outages
• Third-party service failures beyond Aurora's control

10.2.2 Resolution Targets

• Critical: 8 hours
• High: 3 business days
• Medium: 5 business days
• Low: 10 business days

10.3 Exclusions

SLA commitments do not apply to:

• Services performed outside the scope of the Agreement
• Issues caused by Client's modifications to deliverables
• Third-party software or hardware failures
• Network connectivity issues beyond Aurora's control

11. TERMINATION

11.1 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches this Agreement and fails to cure within 30 days
• The other party becomes insolvent or files for bankruptcy
• The other party ceases business operations

11.2 Termination for Convenience

11.2.1 Client Termination

Client may terminate this Agreement at any time with 30 days' written notice. Client remains responsible for:

• All work performed through the termination date
• All non-cancelable commitments made on Client's behalf
• Termination fees as specified in the Statement of Work

11.2.2 Aurora Termination

Aurora may terminate with 60 days' written notice if no active projects are in progress.

11.3 Effects of Termination

Upon termination:

• All unpaid fees become immediately due
• Each party will return or destroy Confidential Information
• Aurora will deliver all completed work products
• Client will pay for work in progress based on percentage of completion

11.4 Survival

The following provisions survive termination:

• Payment obligations
• Intellectual property rights
• Confidentiality obligations
• Limitation of liability
• Dispute resolution

12. DATA PROTECTION AND PRIVACY

12.1 Data Processing

Aurora will process Client Data only:

• As necessary to provide Services
• In accordance with Client's documented instructions
• In compliance with applicable privacy laws

12.2 Security Measures

Aurora implements appropriate technical and organizational measures including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments
• Employee training on data protection

12.3 Data Location

Client Data may be processed in Zimbabwe or other locations where Aurora or its subprocessors maintain facilities. Aurora will ensure appropriate safeguards for international transfers.

12.4 Data Breach Notification

Aurora will notify Client without undue delay upon becoming aware of any data breach affecting Client Data.

12.5 Client Responsibilities

Client is responsible for:

• Ensuring lawful basis for data processing
• Obtaining necessary consents from data subjects
• Accuracy and adequacy of data provided to Aurora
• Compliance with applicable privacy laws

13. DISPUTE RESOLUTION

13.1 Negotiation

The parties will attempt to resolve disputes through good faith negotiations between authorized representatives.

13.2 Mediation

If negotiation fails, disputes will be submitted to non-binding mediation administered by a mutually agreed mediator in Zimbabwe.

13.3 Arbitration

If mediation fails, disputes will be resolved through binding arbitration under the rules of the Zimbabwe Commercial Arbitration Centre.

13.4 Jurisdiction

For matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the courts of Zimbabwe.

13.5 Interim Relief

Nothing in this section prevents either party from seeking interim relief in court to protect intellectual property rights or prevent irreparable harm.

14. GENERAL PROVISIONS

14.1 Governing Law

This Agreement is governed by the laws of Zimbabwe, without regard to conflict of law principles.

14.2 Amendments

This Agreement may only be modified by written agreement signed by authorized representatives of both parties.

14.3 Force Majeure

Neither party will be liable for delays or failures due to causes beyond reasonable control, including natural disasters, government actions, war, terrorism, or pandemic.

14.4 Assignment

14.4.1 General Prohibition

Neither party may assign this Agreement without the other party's written consent.

14.4.2 Corporate Changes

Assignment consent is not required for assignments to affiliates or in connection with mergers, acquisitions, or sale of all or substantially all assets.

14.5 Severability

If any provision is deemed invalid or unenforceable, the remainder of this Agreement remains in full force and effect.

14.6 Waiver

Failure to enforce any provision does not constitute a waiver of the right to enforce such provision or any other provision.

14.7 Entire Agreement

This Agreement, together with any Statements of Work, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations.

14.8 Notices

All notices must be in writing and delivered to the addresses specified in the Statement of Work or as otherwise designated by the parties.

14.9 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

14.10 Compliance

Both parties will comply with all applicable laws, regulations, and industry standards in the performance of this Agreement.

15. CONTACT INFORMATION

For questions regarding these Terms and Conditions, please contact: