Terms and Conditions of Service

Umeme Networks Engineering Solutions LLC provides integrated technology and engineering services, including but not limited to:

• Custom Software Development: Web, mobile, and enterprise systems
• Hardware Engineering: Installation, repair, and systems integration
• Solar Energy Solutions: Design and deployment of solar power systems
• Robotics & Automation: Industrial automation and robotics systems
• Networking Infrastructure: LAN, WAN, Wi-Fi, and secure network architecture
• PCB Manufacturing: Custom printed circuit board design and prototyping
• IT Consulting & Digital Transformation: Strategic technology advisory services

All services are rendered upon mutual agreement of scope, budget, deliverables, and timeline. We reserve the right to accept or decline any project based on capacity, risk assessment, or potential conflicts of interest. Any changes to the scope of work must be documented in writing and may affect pricing and delivery schedules.

All projects commence only after formal approval through a signed Master Services Agreement (MSA), Statement of Work (SOW), or documented client confirmation. The SOW shall include:

• Detailed project scope and deliverables
• Cost estimates and payment schedule
• Timeline and milestone dates
• Acceptance criteria and testing procedures

Both parties must fulfill their respective obligations. Clients shall provide all necessary information, access, approvals, and feedback in a timely manner to avoid delays. We reserve the right to adjust delivery timelines due to client-caused delays, scope changes, or unforeseen technical challenges. Any additions, modifications, or revisions to the scope must be formally documented through a change order process and may result in additional costs.

We retain the right to terminate a project if the client fails to provide required cooperation, pays outstanding invoices, or engages in conduct that makes project completion impractical or legally untenable.

All services are subject to payment based on agreed rates, hourly fees, or fixed-price contracts. Unless otherwise specified in the SOW, the following payment terms apply:

• Deposit: A non-refundable deposit of typically 50% of the total project cost is required before work commences.
• Milestone Payments: Progress payments may be tied to specific project milestones as defined in the SOW.
• Final Payment: The remaining balance is due upon project completion and client acceptance, unless alternative terms are agreed in writing.

Important: All payments must be made to the Company's official bank account or payment processor as indicated on the invoice. We are not responsible for payments made to unauthorized individuals or accounts. Invoices are payable within fourteen (14) days of receipt. Late payments beyond the due date may incur a late fee of 5% per month on the outstanding balance, or the maximum rate permitted by New York law. Discounts offered are conditional on timely payment and become void if payment is delayed.

If the client fails to fulfill payment obligations, Umeme Networks Engineering Solutions LLC reserves the right, without limitation, to:

• Immediately suspend all ongoing work and services
• Withhold delivery of any software code, hardware, systems, reports, or deliverables
• Disable system access, including but not limited to admin logins, cloud services, code repositories, and server access
• Terminate the agreement and pursue legal remedies

Services will resume only upon full settlement of all outstanding amounts, including any applicable late fees. We reserve the right to pursue all available legal and equitable remedies, including but not limited to collection agencies, small claims court, or civil litigation in New York courts. The client shall be responsible for all costs of collection, including reasonable attorneys' fees and court costs.

To ensure successful project execution, clients agree to:

• Provide timely access to personnel, systems, data, and physical environments necessary for work execution
• Ensure the accuracy, completeness, and legality of all project-related inputs, data, and content provided
• Promptly review deliverables, provide feedback, and grant approvals within agreed timeframes
• Not request third-party integration, modifications, or access without prior written approval from the Company
• Comply with all applicable laws and regulations related to the project and use of our services

Failure to meet these obligations may result in project delays, additional costs, or termination. We are not liable for any consequences arising from client-provided misinformation, neglected feedback, unauthorized modifications, or interference by individuals not authorized by the client.

Both parties acknowledge that during the course of the engagement, they may have access to confidential information of the other party. "Confidential Information" includes but is not limited to:

• Technical data, source code, algorithms, and system architectures
• Business strategies, financial information, and pricing models
• Client lists, operational data, and trade secrets
• Any information marked as confidential or reasonably understood to be confidential

Each party agrees to maintain the confidentiality of such information and not to disclose it to any third party without the other party's prior written consent, except as required by law. This confidentiality obligation shall survive the termination of this agreement. We expect our clients to extend the same level of protection to our proprietary methodologies, tools, and documentation.

Ownership of Deliverables: Unless otherwise expressly agreed in writing, the Company retains all right, title, and interest in and to:

• All proprietary tools, frameworks, libraries, and reusable code components used in the development of client projects ("Umeme IP")
• Methodologies, processes, and technical know-how developed during the project
• Source code, documentation, and technical assets that are considered part of the Company's intellectual property

Client License: Upon full payment of all fees, the client is granted a non-exclusive, non-transferable, perpetual license to use the custom deliverables for their intended internal business purposes. This license does not include the right to sublicense, resell, or distribute the deliverables as a standalone product.

Full IP Transfer: If the client requires full transfer of intellectual property rights, such arrangement must be discussed in writing and will be subject to additional fees and terms agreed upon in a separate intellectual property assignment agreement.

Third-Party IP: Any third-party software, tools, or libraries incorporated into the deliverables remain the property of their respective owners and are subject to their own licensing terms. The client is solely responsible for complying with such third-party license terms.

Limited Warranty: We warrant that our services will be performed in a professional and workmanlike manner in accordance with industry standards. For software and hardware deliverables, we provide a standard warranty period of sixty (60) days from the date of delivery ("Warranty Period"). During this period, we will address any bugs, errors, or malfunctions that are directly attributable to our work at no additional cost to the client.

Warranty Exclusions: The warranty does not cover:

• Issues arising from client modifications, unauthorized alterations, or third-party interference
• Damage caused by misuse, improper handling, or environmental factors
• Compatibility issues with software or hardware not specified or approved by us
• Issues resulting from client-provided content, data, or materials

Ongoing Support: Support beyond the Warranty Period, including maintenance, updates, and technical assistance, may be provided under a separate support and maintenance agreement at additional cost. We offer flexible support plans tailored to your business needs.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE OUR SERVICES OR DELIVERABLES.
• OUR TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• WE ARE NOT LIABLE FOR ANY DAMAGES CAUSED BY DELAYS, FAILURES, OR INTERRUPTIONS IN SERVICE, INCLUDING THOSE RESULTING FROM ACTS OF GOD, NATURAL DISASTERS, CYBERATTACKS, POWER OUTAGES, OR OTHER EVENTS BEYOND OUR REASONABLE CONTROL.

This limitation of liability is a fundamental basis of the bargain and reflects the allocation of risk between the parties. You acknowledge that we have set our pricing and entered into this agreement in reliance on these limitations.

Client Indemnification: You agree to indemnify, defend, and hold harmless Umeme Networks Engineering Solutions LLC and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of our services or deliverables in violation of these Terms
• Your breach of any representation, warranty, or obligation under these Terms
• Your violation of any applicable law or third-party rights
• Any claim that client-provided content, data, or materials infringe or misappropriate any third-party intellectual property rights

Company Indemnification: We agree to indemnify and defend the client against claims that the deliverables directly infringe a valid U.S. patent, copyright, or trade secret, provided that the client:

• Promptly notifies us in writing of the claim
• Allows us to control the defense and settlement
• Provides reasonable cooperation in the defense

This indemnity does not apply to claims arising from client modifications, unauthorized use, or combination of deliverables with third-party products.

Governing Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws of the United States, without regard to conflict of law principles.

Dispute Resolution:

• Negotiation: Any dispute arising under or in connection with these Terms shall first be addressed through good-faith negotiations between the parties. Either party shall provide written notice of the dispute, and the parties shall have thirty (30) days to resolve the matter informally.
• Mediation: If the dispute is not resolved through negotiation, the parties agree to attempt mediation through a mutually agreed neutral mediator before pursuing formal legal action. Mediation shall be conducted in New York County, New York.
• Arbitration or Litigation: If mediation is unsuccessful, either party may pursue the matter through binding arbitration in accordance with the rules of the American Arbitration Association (AAA), with arbitration to be conducted in New York County, New York, or alternatively, through the state or federal courts located in New York County, New York. Both parties consent to the exclusive jurisdiction and venue of such courts.

Waiver of Jury Trial: To the extent permitted by law, the parties waive any right to trial by jury in any proceeding related to these Terms or the services provided hereunder.

Class Action Waiver: All claims must be brought on an individual basis only, and you agree not to bring or participate in any class action, collective action, or representative proceeding against the Company.

By Either Party: Either party may terminate this agreement for convenience upon thirty (30) days' written notice to the other party.

For Cause: Either party may terminate this agreement immediately upon written notice if the other party:

• Materially breaches any provision of these Terms and fails to cure such breach within fifteen (15) days of receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in fraudulent, illegal, or unethical conduct

Effect of Termination: Upon termination:

• The client shall pay all fees and expenses incurred through the date of termination, including non-cancelable commitments
• The Company shall deliver all completed work and work in progress to the client upon full payment of all outstanding fees
• Provisions regarding confidentiality, intellectual property, indemnification, and limitation of liability shall survive termination

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, supply chain disruptions, labor strikes, cyberattacks, power outages, or technical infrastructure failures.

The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to resume performance as soon as possible.

• Entire Agreement: These Terms, together with any SOWs, MSAs, and other referenced documents, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether written or oral.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: No failure or delay by either party in exercising any right or remedy shall operate as a waiver of such right or remedy.
• Assignment: The client may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Company. We may assign these Terms to an affiliate or successor entity without consent.
• Notices: All notices shall be in writing and sent by email to the registered email addresses of the parties, or by certified mail to the physical addresses specified in the SOW or engagement letter.
• Independent Contractor: The Company is an independent contractor, and nothing in these Terms shall create any employment, agency, partnership, or joint venture relationship between the parties.

Umeme Networks Engineering Solutions LLC reserves the right to update, modify, or revise these Terms and Conditions at any time. Updated versions will be posted on our website with a revised "Last Updated" date. For active projects, we will provide at least thirty (30) days' prior notice of material changes via email or through our website.

Your continued use of our services after any such changes constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically. If you do not agree to any changes, you must discontinue using our services and notify us in writing.

Contact Information:
Umeme Networks Engineering Solutions LLC
123 Tech Avenue, Suite 400
New York, NY 10001
Email: legal@umemenetworks.com
Phone: +1 (555) 123-4567

By using our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions.