Terms of Service.

By accessing or using any Spalce website, software, or professional service, you confirm that you have read, understood, and agreed to these Terms. If you are using our services on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation.

Specific products or engagements may be governed by additional order forms, statements of work, or product-specific terms. In the event of conflict, those documents take precedence over these Terms for the relevant engagement.

Spalce provides software development, cloud engineering, data, design, and managed-service offerings to enterprise customers. We may modify, add, or discontinue features of our services from time to time. Where changes materially reduce functionality of a paid service during an active subscription, we will provide reasonable advance notice.

You are responsible for maintaining the confidentiality of any credentials used to access our services and for all activities that occur under your account. You agree to notify us promptly of any unauthorised access or suspected security incident.

• Account information must be accurate, current, and complete.
• You may not share credentials with unauthorised parties or attempt to access accounts other than your own.
• We may suspend access where we reasonably believe an account is being used in violation of these Terms.

Fees for Spalce products and services are set out in the applicable order form, statement of work, or pricing page. Unless stated otherwise, fees are quoted exclusive of value-added tax, withholding tax, and similar levies, which are your responsibility where applicable.

Invoices are payable within thirty (30) days of issue unless otherwise agreed in writing. Overdue amounts may accrue interest at the maximum rate permitted by law and may result in suspension of services after reasonable notice.

Spalce retains all rights, title, and interest in our pre-existing intellectual property, methodologies, frameworks, and reusable components. Subject to payment of all applicable fees, we grant you a non-exclusive, non-transferable licence to use deliverables for your internal business purposes.

Customer-specific deliverables developed under a statement of work are assigned or licensed to you as defined in that statement of work. You retain ownership of your data and any pre-existing materials you provide to us.

You agree not to misuse our services. Prohibited activities include, without limitation:

• Violating any applicable law, regulation, or third-party right.
• Uploading malicious code or attempting to compromise system integrity or security.
• Reverse engineering, decompiling, or disassembling our software except as expressly permitted by law.
• Using the services to send unsolicited communications or to harass, defame, or harm others.

Spalce warrants that professional services will be performed in a workmanlike manner consistent with generally accepted industry standards. Except for the express warranties stated in these Terms or an applicable order form, our services are provided "as is" and "as available" and we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, data, or business opportunities, arising out of or in connection with these Terms.

Each party's aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to Spalce for the affected service in the twelve (12) months preceding the event giving rise to the liability.

Each party agrees to defend, indemnify, and hold the other harmless from third-party claims arising from its breach of these Terms, its negligence or wilful misconduct, or its violation of applicable law, subject to the limitations of liability set out above and the indemnified party providing prompt notice and reasonable cooperation.

These Terms remain in effect for as long as you use our services. Either party may terminate an engagement for material breach if the breach remains uncured for thirty (30) days after written notice. Upon termination, you must stop using the services and pay all outstanding fees. Sections that by their nature should survive termination (including intellectual property, liability, and governing law) will continue in force.

These Terms are governed by the laws of the Republic of Ghana, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be submitted to the exclusive jurisdiction of the courts of Accra, Ghana, unless the parties agree in writing to arbitration under the rules of the Ghana Arbitration Centre.

Questions about these Terms can be sent to [email protected] or by post to Spalce Technologies Ltd, Accra, Ghana.