REAGAN INDUSTRIES

1. Parties & Acceptance

These Terms govern all services provided by REAGAN INDUSTRIES SMC LIMITED ("Reagan Industries", "we", "us") to clients and users. By using our services, accessing our platforms, or signing a Statement of Work (“SOW”), you accept these Terms in full.

2. Definitions

“Services” includes software engineering, AI/ML solutions, cybersecurity services, networking/infrastructure services, managed hosting, consultation, Meeting Hall sessions, and related deliverables.

“Deliverables” means reports, designs, code, configurations, or documentation produced under an SOW or during the course of service delivery.

3. Services Are Licensed, Not Sold

Unless an SOW explicitly states an assignment, Deliverables and platforms are provided under a license:

Non-exclusive, non-transferable, and revocable (for breach).
Limited to your internal business use only.
No resale, sub-licensing, or reverse engineering without prior written consent from Reagan Industries.

4. Intellectual Property

4.1 Background IP: Each party retains ownership of its pre-existing intellectual property and any IP developed independently of the services provided.

4.2 Work Product Default: Reagan Industries retains ownership of all methods, templates, internal tools, and reusable components developed or used during the engagement.

4.3 Client Use License: Clients receive the license granted in Section 3 for the integrated Deliverables.

4.4 Optional Assignment: If a full assignment of specific Work Product is agreed, it must be explicitly stated in the SOW and typically takes effect only upon full payment of all relevant fees.

5. Client Responsibilities

You agree to:

Provide accurate, timely information necessary for service delivery.
Maintain the security of your accounts and credentials.
Not use our systems for unlawful acts, abuse, or unauthorized exploitation attempts.
Maintain backups of your own content unless a hosting plan explicitly includes managed backups.

6. Fees, Payment, and Change Requests

Fees are as stated in the relevant SOW or invoice.
All payments are due within the timeframe specified in the invoice.
Scope changes or additions require a written change order signed by both parties.

7. Confidentiality

Each party must protect the other’s confidential information with the same degree of care it uses for its own sensitive information. This includes trade secrets, security findings, and proprietary technical details.

8. Data Protection

We apply strict data protection principles and security safeguards. We require all processors to maintain confidentiality and security standards consistent with our internal policies. Our Privacy Policy and Data Processing Policy form part of these Terms.

9. Warranties & Disclaimers

Services are provided with professional care and skill.
Except as stated in an SOW, services are provided “as is” to the fullest extent permitted by law.
AI outputs are probabilistic and may require human verification before use in high-stakes decisions.

10. Limitation of Liability

To the maximum extent permitted by law:

No liability for indirect or consequential loss (lost profits, lost data, business interruption).
Total liability cap: the total fees paid under the relevant SOW in the preceding 6 months, unless mandatory law requires otherwise.

11. Termination

Either party may terminate per the conditions defined in the SOW, or immediately for a material breach of these Terms. Upon termination, licenses may be suspended or revoked if the breach remains uncured.

12. Dispute Resolution (Arbitration in Uganda)

Parties agree to resolve disputes by arbitration. If a procedure is not agreed, the tribunal may conduct proceedings under the applicable Ugandan framework.

Seat/Place: Gulu City, Uganda. Awards are deemed made at the place of arbitration.

Software Services Terms & Conditions