Terms and Conditions

1. Scope of Services

1.1 Custom Software Development: Axon provides bespoke software solutions, including but not limited to ERP systems, tax administration systems, biometric voter management systems (BVMS), healthcare software (e.g., HealthPro), payroll systems, point-of-sale systems (e.g., Axon Cubes POS), customer lifecycle management systems, loan trust fund management systems, student sponsorship management systems, tracking systems, and other customized software solutions tailored to the needs of large organizations and government entities.
1.2 Service Delivery: Axon will deliver Services as outlined in a mutually agreed-upon Statement of Work (SOW), project proposal, or contract, which will detail the scope, timeline, deliverables, and responsibilities of both parties.
1.3 Consulting and Support: Axon may provide consulting, implementation, training, and ongoing support services as part of or in addition to software development, as specified in the SOW.

2. Client Responsibilities

2.1 Information and Access: You agree to provide accurate, complete, and timely information, including system requirements, data, and access to relevant personnel, systems, or facilities necessary for Axon to perform the Services.
2.2 Compliance: You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and third-party rights, including data protection and privacy laws.
2.3 Approvals: You will provide timely feedback, approvals, or decisions required to maintain project timelines. Delays caused by your failure to provide such inputs may result in adjusted timelines or additional costs.

3. Payment Terms

3.1 Fees: Fees for Services will be specified in the SOW or contract. Unless otherwise agreed, fees are quoted in Ghanaian Cedi (GHS) or US Dollars (USD) and are exclusive of applicable taxes, which will be added as required by law.
3.2 Payment Schedule: Payments shall be made according to the schedule outlined in the SOW or contract. Typical payment terms include:

• Initial Deposit: A non-refundable deposit (e.g., 30–50% of the total fee) upon signing the SOW or contract.
• Milestone Payments: Payments tied to project milestones or deliverables, as specified.
• Final Payment: The remaining balance upon completion and acceptance of the Services.

3.3 Invoicing: Axon will issue invoices based on the agreed payment schedule. Invoices are due within thirty (30) days of receipt unless otherwise specified.
3.4 Late Payments: Overdue payments will incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Axon reserves the right to suspend Services or withhold deliverables until all outstanding payments are settled.
3.5 Expenses: You will reimburse Axon for reasonable, pre-approved, out-of-pocket expenses incurred in connection with the Services, such as travel or third-party licensing fees.

4. Intellectual Property

4.1 Ownership of Deliverables: Upon full payment, Axon grants you a non-exclusive, non-transferable, perpetual license to use the software deliverables solely for your internal business or operational purposes, subject to the terms of the applicable Statement of Work (SOW) or contract. This license does not permit sublicensing, resale, or distribution of the deliverables to third parties without Axon’s prior written consent. Axon retains ownership of all underlying intellectual property, including but not limited to source code, frameworks, tools, templates, and proprietary methodologies used in the development of the deliverables, unless otherwise explicitly agreed in writing. Axon reserves the right to revoke this license in the event of a material breach of the agreement by the client.
4.2 Pre-existing Materials: Any pre-existing intellectual property, tools, or code owned by Axon or third parties and incorporated into the deliverables remains the property of Axon or the respective third party. You are granted a license to use such materials solely as part of the deliverables.
4.3 Client Materials: You grant Axon a non-exclusive, royalty-free license to use any materials, data, or intellectual property you provide for the purpose of performing the Services.

5. Confidentiality

5.1 Confidential Information: Both parties agree to treat as confidential all non-public information disclosed during the performance of the Services, including but not limited to business plans, technical specifications, data, and financial information.
5.2 Non-Disclosure: Neither party will disclose the other’s confidential information to third parties without prior written consent, except as required by law or to fulfill the Services.
5.3 Duration: Confidentiality obligations survive for five (5) years after the termination of the Services or the business relationship, unless otherwise required by law.

6. Warranties and Disclaimers

6.1 Axon Warranty: Axon warrants that the Services will be performed in a professional and workmanlike manner, consistent with applicable industry standards, and that the deliverables will materially conform to the specifications set forth in the applicable Statement of Work (SOW) for a period of ninety (90) days from the date of delivery. This warranty covers only material defects that prevent the deliverables from functioning in accordance with the agreed specifications. Axon will, at its discretion, correct or replace any non-conforming deliverables at no additional cost, provided you notify Axon in writing within the warranty period. This warranty does not apply to issues resulting from modifications made by the client or any third party, use of the deliverables outside the intended scope, or changes requested outside the original SOW.
6.2 Client Warranty: You warrant that any materials, data, or intellectual property you provide do not infringe third-party rights and that you have the authority to engage Axon for the Services.
6.3 Disclaimer: Except as expressly stated, Axon provides no warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. Axon does not guarantee that the Services or deliverables will be error-free or uninterrupted.

7. Limitation of Liability

7.1 Exclusion of Consequential Damages: To the maximum extent permitted by law, Axon shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with the Services.
7.2 Liability Cap: Axon’s total liability for any claims arising from the Services shall not exceed the fees paid by you for the specific Services giving rise to the claim.

8. Termination

8.1 Termination for Convenience: Either party may terminate the Services with thirty (30) days’ written notice, subject to payment for all Services rendered up to the termination date.
8.2 Termination for Cause: Either party may terminate the Services immediately if the other party breaches a material term of these Terms or the SOW and fails to cure such breach within fifteen (15) days of written notice.
8.3 Effect of Termination: Upon termination, you will pay for all Services performed and expenses incurred up to the termination date. Axon will deliver any completed deliverables, subject to full payment.
8.4 Term and Renewal Unless otherwise agreed in the applicable Statement of Work (SOW), the term of this Agreement shall commence on the Effective Date and continue until completion of the Services. For ongoing support or maintenance agreements, the term shall automatically renew annually under the same terms unless either party provides at least thirty (30) days’ prior written notice of its intent not to renew.

9. Data Protection

9.1 Compliance: Axon complies with applicable data protection laws, including the Ghana Data Protection Act, 2012 (Act 843), and other relevant regulations. Axon will process personal data provided by you only as necessary to perform the Services and in accordance with your instructions or the SOW.
9.2 Security: Axon will implement reasonable technical and organizational measures to protect your data from unauthorized access, loss, or disclosure.

10. Governing Law and Dispute Resolution

10.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Republic of Ghana.
10.2 Dispute Resolution: Any disputes arising from these Terms or the Services shall be resolved through good-faith negotiations. If unresolved, disputes shall be submitted to mediation in Accra, Ghana. If mediation fails, the dispute shall be resolved by the courts of Ghana.

11. Force Majeure

Axon shall not be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to natural disasters, government actions, or internet outages.

12. Miscellaneous

12.1 Entire Agreement: These Terms, together with the SOW or contract, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
12.2 Amendments: These Terms may only be amended in writing signed by both parties.
12.3 Assignment: You may not assign your rights or obligations under these Terms without Axon’s prior written consent. Axon may assign its rights to a successor entity in the event of a merger or acquisition.
12.4 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
12.5 Notices: All notices shall be in writing and sent to Axon Information Systems Limited, B30/9 Adjuma Crescent, South Industrial Area, Accra, Ghana, or to your address as provided in the SOW.

13. Contact Information

For questions or concerns regarding these Terms, please contact:
Axon Information Systems Limited
B30/9 Adjuma Crescent, South Industrial Area, Accra, Ghana
Email: info@axoninfosystems.com
Website: axoninfosystems.com
By engaging Axon Information Systems Limited, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.