Agreement to These Terms
These Terms & Conditions govern your use of taforatechnology.com and the professional services provided by Tafora Technology (Tafora, we, us). By using this website, or by signing a proposal or Statement of Work with us, you agree to be bound by them.
Where you have signed a Master Services Agreement, Statement of Work, or other written contract with us, that document governs the engagement and prevails over these terms to the extent of any conflict. These terms fill the gaps it leaves.
If you are agreeing on behalf of a company, you confirm you have authority to bind that company.
Definitions
- Client means the person or company that engages Tafora for services.
- SOW means a Statement of Work, proposal, or order document describing the scope, deliverables, timeline, and fees for a specific engagement.
- Deliverables means the software, source code, designs, documentation, and other materials we create for the Client under an SOW.
- Background IP means anything we owned or developed before the engagement, or independently of it, including our internal libraries, tooling, frameworks, and know-how.
Our Services
We provide custom software development, full-stack and mobile engineering, AI and LLM integration, MVP and SaaS development, UI/UX design, DevOps, quality assurance, and IT staff augmentation. The specific services, deliverables, and acceptance criteria for your engagement are set out in the SOW.
Estimates and timelines are made in good faith on the information available at the time. They are not guarantees unless the SOW expressly states a fixed date backed by an agreed remedy.
Proposals and Orders
Proposals and quotes are valid for 30 days from issue unless stated otherwise, and are not binding until countersigned by both parties or confirmed in writing.
Nothing on this website is an offer capable of acceptance. Service descriptions, case studies, and indicative pricing are marketing material, not contractual commitments.
Client Responsibilities
Our delivery depends on your input. You agree to provide, in a timely way:
- A named decision-maker empowered to approve scope, designs, and releases.
- Content, assets, credentials, and access to the systems and environments the work requires.
- Feedback and approvals within the timeframes agreed in the SOW.
You confirm you have the rights to any material you give us, and that our agreed use of it will not infringe anyone else rights or breach any law. Delays caused by late input may move timelines and, where they leave reserved engineers idle, may be chargeable.
Fees, Invoicing, and Taxes
- Fees, currency, and the billing schedule are set in the SOW. Engagements typically begin with a deposit or an advance invoice.
- Invoices are payable within 14 days of the invoice date unless the SOW says otherwise.
- Overdue amounts may accrue interest at 1.5% per month, or the maximum permitted by law if lower, from the due date until paid.
- We may suspend work and withhold undelivered materials on accounts more than 15 days overdue, after written notice.
- Fees exclude VAT, sales tax, withholding tax, and bank transfer charges, which are your responsibility. Where withholding tax applies, the invoiced amount is grossed up so we receive the agreed sum.
- Third-party costs incurred on your behalf, such as cloud hosting, licences, or app store fees, are re-invoiced at cost unless the SOW includes them.
Refunds are governed by our Refund Policy.
Scope and Change Control
Work outside the agreed scope is handled through a written change request that records the change, its effect on the timeline, and its cost. We will not begin out-of-scope work, and you will not be billed for it, until both sides approve the change request in writing. Small clarifications that do not affect effort are absorbed without a change request.
Delivery, Acceptance, and Warranty
Deliverables are submitted against the acceptance criteria in the SOW. Unless the SOW sets a different window, you have ten business days to test a deliverable and either accept it or give written notice of specific failures against those criteria. A deliverable is treated as accepted if that window passes without notice, or if you put it into production use.
We correct defects reported during acceptance at no extra charge. For 30 days after acceptance we also fix, free of charge, any defect that causes a deliverable to materially fail its specification. The warranty does not cover issues caused by changes made by others, third-party services, hosting or infrastructure outside our control, or use of the deliverable outside its documented purpose.
Intellectual Property
What transfers to you
On full payment of all fees due for an engagement, Tafora assigns to the Client all right, title, and interest in the Deliverables created specifically for that engagement, including source code and design files. We hand over the repositories, infrastructure configuration, and documentation. The code is yours to run, change, and take elsewhere.
What stays with us
Background IP remains ours. Where a Deliverable includes Background IP, we grant the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify, and sublicense that Background IP as part of the Deliverable. We remain free to reuse our general skills, know-how, techniques, and internal libraries on other engagements.
Third-party and open-source components
Deliverables may include third-party or open-source components licensed under their own terms, which we disclose on request. Those components are not assigned to you; they are used by you under their respective licences. We select components with permissive licences unless you instruct otherwise.
Before payment is complete
Until fees are paid in full, we retain ownership of the Deliverables and grant only a revocable licence to review them for acceptance purposes.
Publicity
Unless you tell us otherwise in writing, we may name you as a client and describe the work at a high level in our portfolio and marketing. We will not disclose confidential details, metrics, or code without your written approval.
Confidentiality
Each party will keep the other confidential information secret, use it only for the engagement, and disclose it only to people who need it and are bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law, provided the other party is given notice where that is lawful. These obligations continue for three years after the engagement ends, and indefinitely for trade secrets and source code.
Data Protection
Each party will comply with the data protection laws that apply to it. Where we process personal data on your behalf, you are the controller and we are the processor, and we will process that data only on your documented instructions. We enter a Data Processing Agreement on request. Our handling of personal information is described in our Privacy Policy.
Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care, in a professional manner, using suitably qualified personnel.
Beyond the express warranties in these terms and the SOW, and to the maximum extent permitted by law, the services and website are provided as is. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that software will be error-free or uninterrupted, that every defect can be corrected, or that the services will achieve any particular commercial result.
Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profit, revenue, goodwill, business opportunity, or data, however caused.
Each party total aggregate liability arising out of or relating to an engagement is limited to the total fees paid by the Client to Tafora under the relevant SOW in the twelve months preceding the event giving rise to the claim.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for a breach of confidentiality, or for any other liability that cannot lawfully be excluded.
Term, Suspension, and Termination
- Either party may terminate an engagement for convenience on 30 days written notice.
- Either party may terminate immediately if the other commits a material breach and fails to cure it within 15 days of written notice, or becomes insolvent.
- We may suspend services for non-payment as described under Fees.
On termination you pay for all work performed and costs committed up to the effective date. We hand over completed and paid-for Deliverables, transfer credentials, and provide a reasonable handover. Clauses that by their nature should survive, including intellectual property, confidentiality, liability, and governing law, survive termination.
Non-Solicitation
During an engagement and for twelve months after it ends, neither party will knowingly solicit or hire personnel of the other who were directly involved in the engagement, without the other party written consent. This does not restrict general public advertising, or hiring someone who responds to it without being approached.
Use of This Website
The content of this website, including text, design, graphics, and the Tafora Technology name and logo, is owned by us or our licensors and protected by intellectual property law. You may view and print pages for your own business evaluation. You may not copy, republish, scrape, or use the content commercially without our written permission.
You agree not to:
- Attempt to gain unauthorised access to the site, its servers, or connected systems.
- Introduce malware, or interfere with the availability or integrity of the site.
- Use automated means to harvest content or contact details, or submit our forms in bulk.
- Use the site for anything unlawful or misleading.
Third-Party Services
Deliverables and this website may rely on third-party platforms and APIs, such as cloud providers, payment processors, model providers, and scheduling tools. Those services are governed by their own terms and pricing, and we are not responsible for their availability, performance, or changes they make. Where a third-party change breaks agreed functionality, remediation is handled as a change request.
Force Majeure
Neither party is liable for a failure or delay caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, strikes, and failures of power, internet, or third-party infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume. If the event continues for more than 60 days, either party may terminate the affected engagement.
General
- Independent contractor. We act as an independent contractor. Nothing here creates a partnership, joint venture, or employment relationship.
- Subcontracting. We may use vetted subcontractors bound by equivalent confidentiality and IP obligations, and we remain responsible for their work.
- Assignment. Neither party may assign an agreement without the other written consent, except to a successor in a merger or sale of substantially all assets.
- Notices. Written notice may be given by email to the contacts named in the SOW, or to info@taforatechnology.com for Tafora.
- Severability. If any provision is held unenforceable, the rest remains in force.
- Entire agreement. The SOW, these terms, and the policies they reference are the entire agreement between the parties on their subject matter.
Governing Law and Disputes
The governing law and the courts having exclusive jurisdiction are those stated in your SOW. Where the SOW is silent, the agreement is governed by the laws of the jurisdiction in which the contracting Tafora entity is established, and the courts of that jurisdiction have exclusive jurisdiction, without regard to conflict of law rules.
Before starting proceedings, the parties will attempt in good faith to resolve the dispute through escalation to senior representatives for a period of 30 days. This does not prevent either party from seeking urgent injunctive relief.
Changes to These Terms
We may revise these terms as our services and legal obligations change. The revised version applies to website use from the date it is published, and to engagements signed after that date. Terms already incorporated into a signed SOW are not changed retroactively.
Contact Us
Questions about these terms? Email info@taforatechnology.com or use our contact page.