Terms of Service

1. Scope of Work

Cualitas provides digital design, website development, software development and related digital services.

The specific services, deliverables, timelines and fees for each engagement will be described in a written proposal, statement of work, quotation or project agreement (“Project Agreement”).

Cualitas is responsible only for the deliverables expressly included in the agreed scope. Requests that materially change the agreed scope may be treated as additional work and may require a revised fee or timeline.

Unless otherwise agreed in writing, the following are not included in the project scope:

• Third-party software, subscriptions or licences;
• Domain registration and renewal;
• Hosting and infrastructure costs;
• Paid fonts, stock images, plugins or other third-party assets;
• Copywriting, photography, video production or other content creation;
• Ongoing maintenance or support after delivery.

Where a project is delivered in stages, each stage may be treated as a separate deliverable for approval and payment purposes.

2. Fees and Payment

Project fees are agreed before work begins and are based on the scope described in the applicable Project Agreement.

Unless otherwise stated in writing, Cualitas may require an upfront deposit before commencing work. The remaining balance will be payable according to the payment schedule stated in the Project Agreement.

Invoices are payable by their stated due date.

If an invoice becomes overdue, Cualitas may suspend work, withhold delivery of unfinished or final deliverables, or suspend access to project-related services until outstanding amounts are paid.

Suspension caused by late payment may affect the original delivery timeline. Cualitas is not responsible for delays resulting from the Client's failure to make payments when due.

Fees paid for completed work are generally non-refundable, except where otherwise required by law or expressly agreed in writing.

3. Changes, Revisions and Additional Work

The project includes the number of revision rounds or review stages specified in the Project Agreement.

A revision means a reasonable modification to an agreed deliverable. A revision does not include a change to the underlying direction, requirements or scope of the project.

Requests that introduce new functionality, additional pages, new designs, substantial changes in direction or other work outside the agreed scope may be treated as additional work.

Before undertaking substantial additional work, Cualitas will communicate the expected impact on fees and timeline where reasonably practicable.

4. Client Responsibilities

Successful delivery depends on timely cooperation from the Client.

The Client agrees to provide, within a reasonable period when requested:

• Accurate project information and requirements;
• Decisions, approvals and feedback;
• Access to relevant systems, accounts and data;
• Content, copy, images, branding and other required materials;
• Feedback from the appropriate decision-makers;
• Any licences or permissions required for materials supplied by the Client.

The Client is responsible for ensuring that materials it provides to Cualitas do not infringe the rights of another person or organisation.

If the Client delays providing required information, approvals, access or feedback, Cualitas may adjust the delivery timeline accordingly.

5. Acceptance and Delivery

Cualitas will provide the Client with opportunities to review deliverables at the stages specified in the Project Agreement.

A deliverable will be considered accepted when the Client:

1. expressly approves it;
2. requests that Cualitas proceed to the next stage; or
3. uses or publishes the deliverable in a production environment.

Where no specific acceptance period is stated in the Project Agreement, the Client should provide feedback within a reasonable period after receiving a deliverable.

Once a deliverable has been accepted, subsequent changes may be treated as additional work.

6. Intellectual Property

Unless otherwise stated in the Project Agreement, ownership of the final, custom deliverables created specifically for the Client will transfer to the Client upon receipt of full payment for the applicable project.

This does not transfer ownership of:

• Cualitas's pre-existing intellectual property;
• Internal tools, frameworks and systems;
• Reusable components and general-purpose code;
• Development methods, processes and know-how;
• Third-party software or libraries;
• Open-source software;
• Third-party fonts, images, icons or other licensed assets.

Where a project incorporates third-party materials, those materials remain subject to their respective licences and terms.

Cualitas may retain and reuse general knowledge, techniques, patterns, ideas and non-client-specific components developed during an engagement.

7. Third-Party Services

Projects may depend on third-party services such as hosting providers, domain registrars, payment processors, analytics platforms, content management systems, APIs, cloud infrastructure and software libraries.

Cualitas is not responsible for outages, pricing changes, security incidents, discontinuation or other failures caused by third-party services.

Where a third-party service is required for a project, the Client is responsible for applicable subscription, usage and renewal fees unless the Project Agreement states otherwise.

Cualitas may recommend or configure third-party services but does not guarantee their continued availability or performance.

8. Confidentiality

Each party agrees to keep confidential information received from the other party confidential and to use it only for purposes related to the engagement.

Confidential information does not include information that:

• is already publicly available;
• becomes publicly available without breach of these Terms;
• was lawfully known before disclosure;
• is independently developed without using confidential information; or
• must be disclosed by law or a lawful authority.

These confidentiality obligations continue after the project ends.

Cualitas will not publicly disclose confidential Client information or project materials except as permitted by the Client, required by law, or otherwise provided for in these Terms.

9. Data Protection and Security

Where Cualitas processes personal data on behalf of a Client, both parties will comply with applicable data protection laws and any applicable data-processing arrangements.

The Client remains responsible for determining the lawful basis and purposes for personal data collected through systems or websites it operates, except where Cualitas is separately responsible under applicable law.

Cualitas will take reasonable technical and organisational measures appropriate to the nature of the information it handles.

Where a project requires Cualitas to access personal data, the parties may enter into additional data-processing terms where appropriate.

Nothing in these Terms prevents either party from complying with its legal obligations relating to personal data or security.

10. Warranties and Liability

Cualitas will perform its services with reasonable skill and care.

Where the Project Agreement provides for a specific warranty or correction period, Cualitas will correct defects attributable to its work that are reported within that period, at no additional charge.

This does not cover problems caused by:

• Client changes to the delivered work;
• Third-party services or software;
• Incorrect or incomplete information supplied by the Client;
• Changes to external platforms or APIs;
• Misuse of the deliverable;
• Infrastructure or hosting issues outside Cualitas's control.

Except where liability cannot lawfully be excluded, Cualitas will not be liable for indirect, incidental, special or consequential loss, including loss of profits, revenue, business opportunities, data or goodwill.

To the extent permitted by law, Cualitas's total liability arising from an engagement will not exceed the total fees paid or payable to Cualitas under the relevant Project Agreement.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

11. Website and Software Performance

Cualitas will make reasonable efforts to deliver websites and software according to the agreed requirements.

However, Cualitas does not guarantee that a website or software product will:

• operate without interruption;
• be completely free of defects;
• remain compatible with every future browser, device, operating system or third-party service; or
• achieve a particular commercial, financial, search-engine or user-conversion result unless expressly agreed in writing.

Performance targets or service levels will apply only where expressly included in the Project Agreement.

12. Project Delays

Cualitas will make reasonable efforts to meet agreed deadlines.

Delivery dates may change where delays result from:

• Client feedback or approvals;
• Missing content or information;
• Delayed access to required systems;
• Changes to project requirements;
• Third-party services;
• Technical issues outside Cualitas's reasonable control; or
• Events beyond Cualitas's reasonable control.

Where a delay is caused by the Client, the project may be rescheduled based on Cualitas's availability.

13. Termination

Either party may terminate an engagement by written notice where permitted by the Project Agreement.

Cualitas may suspend or terminate an engagement where:

• invoices remain unpaid;
• the Client materially breaches the Project Agreement or these Terms;
• continued performance would require Cualitas to violate applicable law; or
• the project has been inactive for an extended period despite reasonable attempts to obtain instructions from the Client.

If an engagement is terminated, the Client remains responsible for payment for work completed and approved expenses incurred up to the termination date.

Upon payment of outstanding amounts, Cualitas will provide the Client with completed deliverables that the Client is entitled to receive under the Project Agreement.

14. Portfolio and Publicity

Unless the Client requests otherwise in writing, Cualitas may identify the Client and display completed work as part of its portfolio, website, presentations or marketing materials.

Cualitas will not disclose confidential information or unpublished business information as part of such use.

The Client may request that a particular project remain private, and Cualitas will respect that request.

15. Force Majeure

Neither party will be responsible for failure or delay caused by circumstances beyond its reasonable control.

These may include natural disasters, serious infrastructure failures, internet or telecommunications outages, government action, civil unrest, widespread cyber incidents, labour disruptions, or failures of critical third-party services.

The affected party will make reasonable efforts to minimise the impact and resume performance as soon as reasonably practicable.

16. Changes to These Terms

Cualitas may update these Terms from time to time.

The version applicable to a particular engagement will generally be the version in effect when the applicable Project Agreement is entered into, unless the parties agree otherwise.

Changes to these Terms will not automatically modify an existing signed Project Agreement.

17. Governing Law and Disputes

These Terms and any engagement between Cualitas and the Client will be governed by the laws of the Republic of Ghana, unless the applicable Project Agreement expressly provides otherwise.

The parties will first attempt to resolve any dispute through good-faith discussion.

Where a dispute cannot be resolved informally, either party may pursue the remedies available to it under applicable Ghanaian law.

Nothing in this section prevents either party from seeking urgent or interim relief where necessary.

18. General

These Terms, together with the applicable Project Agreement and any documents expressly incorporated into it, form the agreement governing the relevant engagement.

If any provision is found to be invalid or unenforceable, the remaining provisions will continue to apply.

A failure by either party to enforce a provision does not constitute a waiver of its right to enforce that provision later.

The Client may not assign or transfer its rights or obligations under a Project Agreement without Cualitas's prior written consent, except where permitted by applicable law.

19. Contact

Questions about these Terms or a Cualitas engagement can be sent to:

hello@cualitas.dev

Cualitas is a brand of Versatec Enterprise.