Terms of Service

1. Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

• "Dantech", "we", "us", "our" — Dantech Enterprises, registered in Botswana (BW·REG·[Registration Number]), with its principal place of business at Gaborone, Botswana.
• "Client", "you", "your" — any individual, business, or legal entity that accesses our website or engages us for services.
• "Services" — the technology services offered by Dantech, including Full Stack Development, Tech Partnership (CTO-as-a-Service), Cybersecurity Services, and related offerings described on our website.
• "Proposal" — a written document prepared by Dantech setting out the scope, timeline, pricing, and terms for a specific Service engagement.
• "Agreement" — a binding contract formed when a Client accepts a Proposal in writing (including by email or electronic signature).
• "Deliverables" — any work product, website, application, report, or other output produced by Dantech under an Agreement.
• "Confidential Information" — any non-public information shared by either party in connection with an engagement, marked as confidential or reasonably understood to be confidential.
• "Intellectual Property" — all patents, copyright, design rights, trade marks, database rights, know-how, and other intellectual property rights, whether registered or unregistered.
• "DPA" — the Botswana Data Protection Act, 2018 (Act No. 32 of 2018).

2. Acceptance of Terms

By visiting our website, submitting an enquiry, or engaging us for Services, you confirm that:

• You have read and understood these Terms of Service;
• You have the legal authority to bind yourself or your organisation to these Terms; and
• You agree to be bound by these Terms and any applicable Proposal or Agreement.

If you are accessing this website on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

3. Our Services

Dantech Enterprises provides technology services structured around four service pillars, each subject to a separate Proposal and Agreement:

• BUILD: Full Stack Development — websites, web applications, and internal tools
• LEAD: Tech Partnership — fractional technology leadership and advisory (Starter, Core, or Project Partner tiers)
• PROTECT: Cybersecurity Services — planned for Phase 2, subject to a separate agreement when available
• PLATFORM: Proprietary technology products — subject to separate product-specific terms when available

We reserve the right to modify, suspend, or discontinue any Service at any time with reasonable notice. No modification to Services affects existing confirmed Agreements unless agreed by both parties in writing.

4. Eligibility

Our Services are available to:

• Natural persons who are at least 18 years of age
• Legally registered businesses and organisations

We do not knowingly provide Services to minors. If you are under 18, please have a parent or legal guardian engage on your behalf.

5. Proposals & Contracts

5.1 Proposals

All Service engagements begin with a written Proposal. A Proposal is valid for 30 days from the date of issue unless otherwise stated. Dantech reserves the right to withdraw a Proposal before acceptance.

5.2 Formation of Agreement

An Agreement is formed when a Client accepts a Proposal in writing (including email confirmation or execution of a formal service agreement). Verbal acceptances do not constitute a binding Agreement.

5.3 Scope Changes

Any change to the agreed scope of work must be documented in a written Change Order signed by both parties. We will provide a revised timeline and cost estimate for any scope change. Work on changed scope will not commence until the Change Order is agreed.

5.4 Discovery Calls

Initial discovery calls are offered free of charge and do not constitute an Agreement or commitment by either party.

6. Client Obligations

To enable us to deliver our Services effectively, you agree to:

• Provide accurate, complete, and timely information, materials, and access required for the engagement
• Designate a point of contact with authority to provide instructions and approvals on your behalf
• Review and approve deliverables within the timelines agreed in the Proposal
• Pay all fees in accordance with Section 7
• Ensure that any content, data, or materials you provide do not infringe third-party Intellectual Property rights or violate applicable law
• Maintain the confidentiality of any login credentials or system access provided in connection with our Services

Delays caused by a Client's failure to meet these obligations may result in timeline extensions and may be subject to additional fees.

7. Payment Terms

7.1 Fees

All fees are set out in the applicable Proposal and are quoted in Botswana Pula (BWP) unless otherwise stated. Prices are exclusive of any applicable taxes, which will be added where required by law.

7.2 Invoicing & Payment

• Project-based work typically requires a 50% deposit upon Agreement, with the balance due on completion or as staged in the Proposal
• Retainer fees are invoiced monthly in advance and due within 7 days of invoice date
• All invoices are due within the period stated; if no period is stated, payment is due within 14 days

7.3 Late Payment

Overdue invoices may attract interest at the rate of 1.5% per month (or the maximum rate permitted by Botswana law, whichever is lower). We reserve the right to suspend Services in respect of any account that is overdue by more than 14 days, without prejudice to any other rights.

7.4 Disputes

Any dispute regarding an invoice must be raised in writing within 7 days of receipt. Undisputed portions of an invoice remain payable by the due date.

7.5 Refunds

Deposits are non-refundable once work has commenced. For retainer services, fees are non-refundable for the current billing period. Refunds for future periods may be issued in accordance with the termination provisions in Section 14.

8. Intellectual Property

8.1 Client Content

All content, data, trade marks, logos, and materials you provide to us remain your property. You grant Dantech a limited, royalty-free licence to use such materials solely for the purpose of delivering the agreed Services.

8.2 Deliverables

Upon receipt of full payment for a project, Dantech assigns to the Client all Intellectual Property rights in the custom Deliverables created specifically for that Client under the applicable Agreement, except as set out in clause 8.3.

8.3 Dantech Background IP & Third-Party Components

Dantech retains all rights in its pre-existing tools, frameworks, methodologies, and know-how ("Background IP") used in creating Deliverables. Third-party software, libraries, and open-source components embedded in Deliverables are subject to their respective licences, which will be disclosed in the Proposal where material.

8.4 Portfolio Rights

Unless you specifically request otherwise in writing, Dantech reserves the right to reference your project (including project name, industry, and a general description of work) in our portfolio, website, and marketing materials. We will not publish confidential business information without your approval.

9. Confidentiality

Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except:

• To employees, contractors, or advisers who need to know it for the purpose of the engagement and are bound by equivalent confidentiality obligations
• Where disclosure is required by law, court order, or regulatory authority, in which case the disclosing party will give reasonable prior notice where permitted

This obligation survives termination of the Agreement for a period of 3 years.

10. Data Protection

Both parties agree to comply with the Botswana Data Protection Act, 2018 in connection with any personal data processed under or in relation to these Terms.

Dantech's collection and use of personal data in the course of its business is described in our Privacy Policy, which is incorporated into these Terms by reference.

Where Dantech processes personal data on behalf of a Client (for example, where a Client's customer data is processed in a system Dantech builds or manages), the parties will enter into a separate Data Processing Agreement ("DPA Agreement") consistent with the requirements of section 39 of the DPA, prior to such processing commencing.

11. Limitation of Liability

11.1 Cap on Liability

To the maximum extent permitted by applicable Botswana law, Dantech's total aggregate liability to you arising out of or in connection with any Agreement — whether in contract, delict (tort), or otherwise — shall not exceed the total fees paid by you to Dantech in the 3 months immediately preceding the event giving rise to the claim.

11.2 Exclusion of Certain Losses

To the maximum extent permitted by law, Dantech excludes all liability for:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or business opportunities
• Loss of data or corruption of data (beyond our reasonable security obligations)
• Indirect, consequential, special, or punitive losses or damages

11.3 Exceptions

Nothing in these Terms limits or excludes our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by Botswana law

12. Indemnification

You agree to indemnify, defend, and hold harmless Dantech Enterprises and its personnel from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms or any Agreement
• Your use of our Services in violation of applicable law
• Content or materials you provide to us that infringe third-party Intellectual Property rights or violate any law
• Any claim by a third party arising from your use of Deliverables in a manner not contemplated by the Agreement

13. Warranties & Disclaimers

13.1 Dantech Warranties

Dantech warrants that:

• Services will be performed with reasonable skill and care
• We have the right to grant the Intellectual Property licences and assignments described in Section 8
• Deliverables will materially conform to the specifications in the applicable Proposal

13.2 Disclaimers

Except as expressly set out above, our Services and website are provided "as is" without warranty of any kind. We do not warrant that our website will be uninterrupted or error-free, or that any specific business outcome will result from our Services.

Technology recommendations and advisory provided under our LEAD pillar represent our professional opinion based on available information. We do not guarantee the performance of any third-party products or services we recommend.

14. Termination

14.1 Termination for Convenience

Either party may terminate an Agreement for convenience by giving 30 days' written notice. You remain liable for all fees for work completed and in progress up to the termination date.

14.2 Termination for Cause

Either party may terminate an Agreement immediately by written notice if the other party:

• Commits a material breach of the Agreement that remains unremedied 14 days after written notice of the breach
• Becomes insolvent, enters administration, or makes an arrangement with creditors
• Engages in conduct that is unlawful, fraudulent, or materially harmful to the other party

14.3 Effect of Termination

Upon termination: (a) all outstanding fees become immediately due and payable; (b) each party will return or destroy the other's Confidential Information; and (c) Intellectual Property assignment in respect of completed and paid-for Deliverables survives termination.

14.4 Termination of Website Access

We reserve the right to suspend or terminate your access to our website at any time without notice if we reasonably believe you are in breach of these Terms or engaging in unlawful conduct.

15. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms or any Agreement, the parties agree to the following process:

• Step 1 — Good faith negotiation: The parties will attempt to resolve the dispute through good faith discussions within 30 days of written notification of the dispute
• Step 2 — Mediation: If negotiation fails, the parties may agree to non-binding mediation through a mutually agreed mediator in Botswana
• Step 3 — Litigation: If mediation is unsuccessful or not agreed, either party may refer the dispute to the courts of Botswana

Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

16. Governing Law

These Terms and any Agreement shall be governed by and construed in accordance with the laws of Botswana. The parties irrevocably submit to the exclusive jurisdiction of the courts of Botswana for the resolution of any disputes, subject to Section 15.

17. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

18. Entire Agreement

These Terms, together with any Proposal or Agreement and our Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter. They supersede all prior negotiations, representations, warranties, and understandings, whether written or oral.

19. Amendments

We may update these Terms from time to time. The updated Terms will be published on our website with a revised "Last Reviewed" date. Continued use of our website or Services after the update date constitutes acceptance of the revised Terms. For existing Agreements, material changes will require written agreement from both parties.

20. Contact Us

For questions about these Terms or to raise a legal matter, please contact:

These Terms of Service were prepared with reference to applicable Botswana law, including the Companies Act (Cap. 42:01), the Electronic Transactions Act (Cap. 72:03), and the Data Protection Act, 2018 (Act No. 32 of 2018). They should be reviewed by a qualified Botswana attorney before final publication. [Dantech Enterprises — replace all placeholder registration numbers and confirm all legal details before publishing].