These Terms & Conditions govern the acceptance of this proposal and the engagement that follows. A full Master Services Agreement (“MSA”) will be executed between the parties prior to going live. In the event of conflict between these terms and the MSA, the MSA shall prevail.

1. Validity and Acceptance

1.1 This proposal is valid for 30 days from the date of issue. After this period, takat.ai reserves the right to revise pricing, scope, or availability without notice.

1.2 Acceptance occurs when the Client signs the acceptance block at the end of this document. Acceptance constitutes a binding commitment to the engagement and triggers the payment obligations set out in Clause 3.

1.3 takat.ai reserves the right to withdraw this proposal at any time prior to acceptance.

2. Scope of Work

2.1 The scope of work, deliverables, and timeline are as described in the proposal above. Any work not expressly described is excluded.

2.2 Any request to change, expand, or reduce the scope after acceptance must be agreed in writing by both parties via a Change Order before implementation. Verbal or informal instructions (including email or WhatsApp) do not constitute authorisation for out-of-scope work.

2.3 takat.ai’s ability to meet agreed timelines is contingent on the Client providing timely access to systems, data, approvals, and a designated point of contact with decision-making authority. Delays caused by the Client will extend timelines accordingly and may result in additional costs.

3. Fees and Payment

3.1 Fees are as set out in the pricing section of this proposal.

3.2 A non-refundable mobilisation deposit of 50% of the total Implementation Fee is due within 7 (seven) calendar days of signed acceptance. No work will commence until this deposit is received in cleared funds.

3.3 The remaining Implementation Fee is payable in milestone instalments as specified in the project timeline above. takat.ai will invoice upon achievement of each milestone; payment is due within 14 (fourteen) calendar days of the invoice date.

3.4 takat.ai is not obliged to commence work on the next milestone until the invoice for the preceding milestone has been paid in full.

3.5 The Monthly Retainer for Maintenance and/or Hosting Services commences from the date of final delivery and is invoiced monthly in advance, due within 30 (thirty) calendar days.

3.6 Amounts not paid by the due date will accrue interest at 2% (two percent) per month, compounded monthly, from the due date until the date of actual payment.

3.7 Where Namibian withholding tax is deducted from any payment, the Client shall provide takat.ai with a valid withholding tax certificate issued by NamRA within 30 days of deduction. All bank transfer costs are for the Client’s account.

4. Intellectual Property

4.1 Upon receipt of full payment of all Implementation Fees, takat.ai assigns to the Client full ownership of all bespoke software, source code, and deliverables developed specifically for the Client under this engagement (“Foreground IP”).

4.2 No ownership transfer occurs until all Implementation Fees have been received in full. takat.ai retains ownership of all Foreground IP until that point.

4.3 takat.ai retains ownership of all pre-existing frameworks, libraries, AI components, and reusable tooling (“Background IP”). Where Background IP is embedded in the Deliverables, the Client receives a perpetual, royalty-free licence to use it solely as part of the Deliverables.

4.4 Upon full payment, takat.ai will deliver complete, documented source code to the Client via private repository transfer or secure file transfer.

4.5 The Client retains full ownership of all data it provides to takat.ai. takat.ai will not use Client data to train AI models or for any purpose beyond delivery of this engagement.

5. Delivery and Acceptance

5.1 takat.ai will deliver each milestone in accordance with the project timeline. Delivery will be confirmed in writing, with release notes and relevant documentation.

5.2 The Client has 10 (ten) business days from delivery notification to test the deliverable and provide either: (a) written acceptance; or (b) a written defect notice listing specific failures against the agreed specifications.

5.3 takat.ai will remedy valid defects within a reasonable period and resubmit for review. Requests for new features or scope changes submitted via the defect process will be treated as Change Orders.

5.4 If the Client does not provide written acceptance or a defect notice within 10 business days of delivery, the deliverable is deemed accepted and the corresponding milestone payment becomes due.

6. Post-Delivery Obligations

6.1 takat.ai provides a 90-day warranty from final acceptance, during which material defects that existed at delivery will be remedied at no charge. This warranty does not cover issues caused by Client modifications or third-party platform changes.

6.2 Ongoing maintenance and hosting services are provided under the Monthly Retainer as described in the proposal. Either party may terminate the retainer with 60 (sixty) days’ written notice, subject to any minimum commitment period agreed in the MSA.

6.3 takat.ai will use commercially reasonable efforts to maintain 99% monthly uptime for hosted environments, excluding scheduled maintenance and events beyond takat.ai’s reasonable control.

7. Confidentiality

7.1 Both parties agree to keep the contents of this proposal, all technical specifications, pricing, and any information exchanged in connection with this engagement strictly confidential.

7.2 Neither party shall disclose the other’s confidential information to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent obligations, or as required by law.

7.3 This obligation applies from the date of first disclosure and survives termination or completion of the engagement for 3 (three) years.

8. Change Management

8.1 Any change to scope, timeline, or fees requires a written Change Order signed by both parties before implementation.

8.2 takat.ai will assess and respond to any Change Request within 5 business days with a written Change Order specifying the impact on scope, cost, and timeline.

8.3 Where a Change Order increases the total project cost, the additional amount is subject to the same payment terms as the original Implementation Fee, including an upfront instalment if agreed.

9. Termination

9.1 Either party may terminate this engagement upon 30 (thirty) days’ written notice.

9.2 If the Client terminates for convenience, the Client shall pay: (a) all fees for work completed to the date of termination; (b) any committed third-party costs takat.ai cannot recover; and (c) a termination fee of 20% of the remaining unpaid Implementation Fee. Upon receipt of these amounts, takat.ai will deliver all completed work and source code.

9.3 takat.ai may terminate immediately if the Client fails to make any undisputed payment within 30 days of the due date and does not remedy this within 10 business days of written notice.

9.4 The mobilisation deposit is non-refundable under all circumstances.

10. Limitation of Liability

10.1 takat.ai’s total liability to the Client under or in connection with this engagement shall not exceed the total Implementation Fees paid by the Client under this proposal.

10.2 Neither party shall be liable for indirect or consequential losses, including loss of profit, loss of revenue, or loss of data, even if advised of the possibility of such loss.

10.3 These limitations do not apply to fraud, wilful misconduct, or gross negligence.

10.4 The Client is solely responsible for ensuring that the deliverables are deployed and used in compliance with all applicable Namibian financial services regulations, including FIMA and NAMFISA requirements. takat.ai is not liable for regulatory penalties arising from the Client’s use of the deliverables.

11. Data Protection

11.1 Both parties shall comply with applicable data protection legislation: takat.ai with South Africa’s POPIA and the Client with the Namibia Data Protection Act, 2024.

11.2 takat.ai will process any personal data provided by the Client solely for the purpose of delivering this engagement and will implement appropriate security measures to protect such data.

11.3 takat.ai will notify the Client within 48 hours of becoming aware of any personal data breach affecting Client data.

12. Governing Law and Jurisdiction

12.1 These terms and any engagement arising from this proposal are governed by the laws of the Republic of Namibia.

12.2 Any dispute that cannot be resolved through good faith negotiation within 15 business days of written notice shall be referred to the High Court of Namibia, Windhoek, which shall have exclusive jurisdiction.

12.3 Notwithstanding the above, either party may seek urgent interim relief (including an interdict) from any court of competent jurisdiction without first exhausting the negotiation process.

13. Master Services Agreement

13.1 These terms govern the proposal acceptance and immediate obligations of both parties. A full Master Services Agreement will be negotiated and executed between the parties prior to commencement of any development work.

13.2 The MSA will govern in full: IP assignment mechanics, detailed data protection obligations, service levels, warranties, and all other terms of the ongoing engagement.

13.3 In the event of any conflict between these terms and the executed MSA, the MSA shall prevail.

14. General

14.1 These terms constitute the entire agreement between the parties with respect to acceptance of this proposal and supersede all prior discussions and representations relating to it.

14.2 No waiver of any right under these terms shall be effective unless in writing. No failure to enforce any term constitutes a waiver.

14.3 If any provision is found invalid or unenforceable, the remaining provisions continue in full force.

14.4 These terms may be executed in counterparts and by electronic signature, each of equal legal effect.