1. Introduction
These Terms and Conditions govern your access to and use of www.synotech.dev, our website content, communications, proposals, quotations, service engagements, and technology services, unless a separate signed agreement applies.
In these Terms, “Synotech”, “we”, “us”, and “our” refer to Synotech in relation to our website, services, and business operations. “Client”, “you”, and “your” refer to the person, company, organisation, or authorised representative accessing the website, requesting a proposal, purchasing services, or engaging with us.
Synotech provides software development, product engineering, cloud, DevOps, cybersecurity consulting, AI consulting and development, digital transformation, UI/UX design, mobile application development, web application development, desktop software development, technical due diligence, discovery, support, maintenance, and related technology services.
By using our website, submitting a request, accepting a quote, approving a proposal, signing a statement of work, paying an invoice, or using our services, you agree to these Terms. If you use our services on behalf of an organisation, you confirm that you are authorised to bind that organisation.
2. Relationship with Other Agreements
These Terms apply together with any proposal, quotation, statement of work, service agreement, support agreement, data processing agreement, non-disclosure agreement, invoice, purchase order, or written project document accepted by Synotech.
If there is a conflict, the following order applies unless the parties agree otherwise in writing:
- A signed master services agreement or service agreement.
- A signed statement of work, data processing agreement, or support agreement.
- A Synotech quotation or proposal accepted by the client.
- These Terms.
- Website content and general service descriptions.
A client purchase order does not override these Terms unless Synotech expressly agrees to the conflicting provision in writing.
3. Website Use
You may use our website for lawful business, informational, and service enquiry purposes.
You must not:
- Use the website unlawfully or fraudulently.
- Attempt to gain unauthorised access to any system, account, server, database, or network.
- Interfere with website security, performance, availability, or integrity.
- Upload, transmit, or submit malicious code, harmful content, false information, or unlawful material.
- Scrape, copy, mine, or extract website content in a way that is excessive, automated, or unauthorised.
- Misrepresent your identity, authority, affiliation, or intention.
- Use the website in breach of our Prohibited Activities document.
We may restrict, suspend, or block access to the website where we reasonably believe there has been misuse, security risk, unlawful activity, or breach of these Terms.
4. Services
Synotech provides professional technology services that may include:
- Software consulting and advisory.
- Discovery phase, MVP, and prototype development.
- Web, mobile, desktop, and enterprise application development.
- Cloud strategy, migration, infrastructure, and DevOps.
- Cybersecurity consulting, security assessments, and secure software practices.
- AI consulting, AI-enabled workflows, and AI-assisted development.
- UI/UX design and product design.
- Technical due diligence and architecture review.
- API, payment, fintech, data, and enterprise integrations.
- Support, maintenance, optimisation, and managed services.
- Talent augmentation and dedicated technical resources.
The exact services, deliverables, pricing, timelines, acceptance criteria, support levels, and exclusions will be set out in the applicable proposal, quotation, statement of work, or service agreement.
5. Proposals, Quotes, and Statements of Work
A proposal or quotation is an invitation to engage Synotech and is not binding until accepted by both parties in writing or by conduct, including payment of an invoice or commencement of work with approval.
Unless stated otherwise, proposals and quotations are valid for 14 calendar days from the date issued. Synotech may withdraw or revise a proposal before acceptance where project assumptions, third-party costs, exchange rates, scope, resource availability, or legal requirements materially change.
A statement of work may define:
- Project objectives.
- Deliverables.
- Timelines and milestones.
- Client responsibilities.
- Technical assumptions.
- Acceptance criteria.
- Project governance.
- Payment terms.
- Change management.
- Support and maintenance arrangements.
6. Client Responsibilities
You must provide the cooperation, information, approvals, access, materials, and decisions required for Synotech to perform the services.
Your responsibilities include:
- Providing accurate business, technical, legal, and operational requirements.
- Ensuring that you have authority to share data, credentials, content, materials, and instructions with us.
- Providing timely access to systems, environments, APIs, documentation, stakeholders, and third-party providers.
- Reviewing and approving deliverables within agreed timelines.
- Testing deliverables against agreed acceptance criteria.
- Maintaining backups of your own systems and data unless backup services are expressly included in the scope.
- Managing your internal users, policies, business processes, and regulatory obligations.
- Obtaining licences, permits, compliance approvals, and third-party consents required for your business.
- Ensuring that your use case, product, content, data, and instructions are lawful.
Delays caused by incomplete information, unavailable stakeholders, late approvals, third-party dependencies, access restrictions, or changed requirements may affect timelines, costs, and delivery dates.
7. Project Timelines
Synotech will use reasonable professional efforts to meet agreed project timelines. Unless expressly stated in a signed agreement, timelines are estimates and depend on scope clarity, client input, approvals, technical dependencies, third-party services, payment status, resource availability, and change requests.
We are not responsible for delays caused by:
- Late or incomplete client input.
- Unavailable systems, credentials, data, content, stakeholders, or approvals.
- Third-party platforms, APIs, vendors, hosting providers, payment providers, app stores, internet service providers, or regulators.
- Scope changes, additional requirements, or unresolved decisions.
- Security incidents, force majeure events, labour disruptions, infrastructure outages, or legal restrictions.
- Non-payment or delayed payment.
8. Change Requests
Any change to scope, deliverables, assumptions, timelines, integrations, designs, acceptance criteria, support levels, or technical requirements may require a written change request.
Synotech may assess the impact of a change request on cost, timeline, risk, resources, architecture, security, and dependencies. Work on a change request may begin only once approved by the client and accepted by Synotech.
Where a requested change is urgent and Synotech begins work based on written client instruction, the client agrees to pay for the additional work at the applicable rate or as otherwise agreed in writing.
9. Fees, Payment, and Taxes
Fees, billing cycles, deposits, milestones, retainers, support fees, subscription fees, and payment deadlines will be stated in the applicable quotation, invoice, proposal, statement of work, or service agreement.
Unless otherwise agreed in writing:
- Invoices are payable on receipt.
- Deposits, milestone payments, retainers, and advance payments are due before the related work begins.
- Bank charges, currency conversion fees, withholding taxes, payment gateway charges, and transfer costs are for the client’s account unless prohibited by law.
- Taxes, levies, duties, or similar charges are payable in addition to quoted fees unless included in writing.
- Late payment may result in suspension of work, suspension of access, withholding of deliverables, or cancellation of services.
- Overdue amounts may accrue interest at the maximum rate permitted by applicable law or at a reasonable commercial rate where permitted.
- Synotech may recover reasonable collection costs, legal costs, and administrative costs incurred due to non-payment.
10. No Set-Off
You may not withhold payment, deduct amounts, or set off alleged claims against Synotech invoices unless required by law or agreed by Synotech in writing.
11. Acceptance of Deliverables
Deliverables must be reviewed against the acceptance criteria stated in the relevant statement of work or written scope.
Unless a different period is stated in writing, a deliverable is deemed accepted when:
- You confirm acceptance in writing.
- You use the deliverable in production or for business operations.
- You fail to provide a written rejection with specific reasons within 7 calendar days after delivery.
- You request additional work that depends on the delivered item being accepted.
A rejection must identify the specific non-conformity against the agreed acceptance criteria. Minor issues, cosmetic preferences, new requirements, and matters outside the agreed scope do not prevent acceptance.
Synotech will use reasonable efforts to correct valid defects in deliverables that materially fail to meet agreed acceptance criteria.
12. Support and Maintenance
Support and maintenance are provided only where included in the applicable agreement, support plan, retainer, or statement of work.
Support may include bug investigation, corrective maintenance, updates, monitoring, deployment assistance, cloud support, advisory, or incident response, depending on the agreed plan.
Support does not include new features, scope changes, third-party platform changes, redesigns, new integrations, data restoration, emergency work, infrastructure costs, security remediation, or user training unless expressly included.
13. Third-Party Products and Services
Projects may depend on third-party software, open-source software, cloud platforms, APIs, payment processors, app stores, hosting providers, analytics tools, identity providers, AI platforms, cybersecurity tools, or other external services.
You are responsible for approving and complying with third-party terms, licences, fees, policies, availability rules, data protection obligations, and usage limits unless Synotech expressly assumes that responsibility in writing.
Synotech is not responsible for third-party downtime, pricing changes, security issues, policy changes, API changes, licence restrictions, account suspensions, or performance limitations.
14. Open-Source Software
Synotech may use open-source software where appropriate for development efficiency, compatibility, security, or architecture. Open-source software is licensed under its own licence terms.
We will use reasonable professional judgement when selecting open-source components. You are responsible for complying with any open-source licence obligations that apply to your use, distribution, hosting, or commercialisation of the deliverables.
15. Intellectual Property
Unless otherwise agreed in a signed agreement:
- Synotech retains ownership of its pre-existing intellectual property, tools, templates, frameworks, libraries, methodologies, know-how, code snippets, reusable components, documentation structures, processes, and internal systems.
- The client retains ownership of client materials, business data, trademarks, logos, content, specifications, and pre-existing systems supplied to Synotech.
- Upon full payment of all amounts due for a deliverable, Synotech grants the client the rights expressly stated in the relevant agreement or, where no rights are stated, a non-exclusive, worldwide, perpetual licence to use the deliverable for the client’s internal business purposes.
- Source code ownership, assignment, repository access, deployment rights, resale rights, white-label rights, sublicensing rights, and exclusive rights apply only where expressly agreed in writing.
- Synotech may retain copies of project materials for legal, audit, security, warranty, knowledge management, and recordkeeping purposes, subject to confidentiality obligations.
The client grants Synotech a licence to use client materials only as necessary to perform the services.
16. Portfolio Use
Unless the client objects in writing or a confidentiality agreement prevents it, Synotech may identify the client by name and logo in general client lists, credentials, proposals, and portfolio summaries.
We will not disclose confidential technical details, source code, sensitive business information, private data, or non-public project information without permission.
17. Confidentiality
Each party may receive confidential information from the other. Confidential information includes non-public technical, commercial, operational, financial, strategic, security, product, client, supplier, and personal information.
The receiving party must:
- Use confidential information only for the purpose of the business relationship.
- Protect confidential information with reasonable care.
- Limit access to people who need to know it.
- Not disclose confidential information without permission, except where required by law or professional advisers bound by confidentiality.
- Return, delete, or restrict confidential information when reasonably required, subject to legal retention and backup practices.
Confidentiality obligations do not apply to information that is public, independently developed, lawfully received from another source, or required to be disclosed by law.
18. Data Protection
Each party must comply with applicable data protection, privacy, cybersecurity, and electronic communications laws.
Where Synotech processes personal information on behalf of a client, the parties may enter into a data processing agreement or include data protection terms in the relevant service agreement.
The client is responsible for ensuring that personal information supplied to Synotech has been collected lawfully and may be processed for the project purpose. Synotech will apply reasonable technical and organisational measures to protect personal information in its possession or control.
Our website privacy practices are described in our Privacy Policy.
19. Security
Synotech applies reasonable professional security practices in the design, development, deployment, and support of technology solutions. Security requirements must be defined in the project scope where specific standards, controls, testing, certifications, regulatory requirements, or assurance levels are required.
Unless expressly included, services do not include formal penetration testing, compliance certification, managed detection and response, security operations centre services, forensic investigation, incident response retainers, disaster recovery services, or continuous monitoring.
You remain responsible for your own operational security, user administration, endpoint protection, cloud account security, access controls, backups, regulatory compliance, and production environment governance unless those responsibilities are expressly assigned to Synotech in writing.
20. AI-Enabled Services
Where AI consulting, AI development, automation, or AI-assisted tools are used:
- AI outputs must be reviewed before business, legal, financial, medical, regulatory, or operational reliance.
- AI systems may produce inaccurate, incomplete, biased, or unexpected outputs.
- The client remains responsible for final decisions made using AI-enabled systems.
- Data supplied to AI tools must be lawful, authorised, and appropriate for the intended use.
- High-risk AI use cases require specific risk assessment, testing, monitoring, and governance.
- Synotech does not guarantee that AI outputs will be error-free, unique, or suitable for every use without human review.
21. Regulated Industries
If your project relates to financial services, banking, payments, insurance, healthcare, education, government, telecommunications, gambling, digital assets, blockchain, Web3, identity, data analytics, or another regulated area, you are responsible for obtaining and maintaining all licences, registrations, regulatory approvals, compliance policies, consumer notices, and legal advice required for your business.
Synotech may provide technical, product, cybersecurity, and implementation support, but we do not act as your regulator, compliance officer, legal adviser, financial adviser, or licensed operator unless expressly agreed and legally permitted.
22. Warranties
Synotech warrants that services will be performed with reasonable skill and care consistent with professional technology service providers.
Except as expressly stated in these Terms or a signed agreement, the website, content, services, recommendations, deliverables, software, prototypes, code, reports, documentation, and support are provided without warranties of uninterrupted operation, error-free performance, fitness for a particular purpose, commercial success, regulatory approval, profitability, uninterrupted availability, or compatibility with future third-party changes.
Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.
23. Limitation of Liability
To the maximum extent permitted by law, Synotech is not liable for indirect, incidental, special, punitive, exemplary, or consequential loss, including loss of profits, revenue, goodwill, data, business opportunity, anticipated savings, production time, or reputation.
To the maximum extent permitted by law, Synotech’s total aggregate liability arising from or relating to the website, services, deliverables, or these Terms is limited to the fees actually paid to Synotech for the specific services giving rise to the claim during the 3 months before the event giving rise to liability.
This limitation does not exclude liability that cannot be excluded by law, including liability for fraud, wilful misconduct, or other non-excludable statutory liability.
24. Indemnity
You indemnify Synotech, its personnel, contractors, and affiliates against claims, losses, damages, penalties, costs, and expenses arising from:
- Your unlawful use of the website, services, or deliverables.
- Your breach of these Terms or a related agreement.
- Your content, data, instructions, systems, products, or business operations.
- Your infringement of third-party rights.
- Your failure to obtain required licences, consents, approvals, or authorisations.
- Your breach of data protection, consumer protection, financial services, payment, healthcare, gambling, telecommunications, intellectual property, cybersecurity, or other applicable laws.
- Misuse of deliverables after delivery or modification by anyone other than Synotech.
25. Suspension and Termination
Synotech may suspend work, support, access, or delivery if:
- Payment is overdue.
- Required client information, approvals, access, or cooperation is not provided.
- Continued work creates a legal, security, ethical, or commercial risk.
- The client breaches these Terms or another agreement.
- The client uses the services or deliverables for prohibited activities.
- A third-party platform, regulator, law, or security issue prevents continued service.
Either party may terminate an engagement in accordance with the applicable agreement. If no termination process is specified, either party may terminate ongoing services by giving 20 business days’ written notice, subject to payment for all completed work, committed work, third-party costs, and non-cancellable obligations.
Termination does not affect confidentiality, payment obligations, intellectual property rights, limitation of liability, indemnities, data protection obligations, dispute resolution, or other terms intended to survive termination.
26. Refunds and Cancellations
Refunds and cancellations are governed by our Refund Policy and any applicable written agreement.
Where consumer protection law grants non-excludable cancellation, return, refund, repair, replacement, or quality rights, those rights apply despite anything in these Terms.
27. Shipping and Delivery
Most Synotech services and deliverables are delivered electronically. Physical shipping, where relevant, is governed by our Shipping Policy and any specific written agreement.
28. Prohibited Activities
You must comply with our Prohibited Activities document. Synotech may refuse, suspend, or terminate services where a project, account, instruction, content, data, use case, or transaction involves prohibited activities or creates unacceptable legal, safety, security, or reputational risk.
29. Force Majeure
Synotech is not responsible for delay or failure caused by events beyond reasonable control, including power failures, internet outages, cloud provider outages, cyber incidents, labour disruptions, civil unrest, war, pandemic, natural disasters, regulatory action, sanctions, payment system failure, transport disruption, or failure of third-party services.
30. Notices
Synotech may send notices by email, website notice, client portal, invoice notice, or other agreed communication method.
Notices to Synotech must be sent to [email protected]. A notice is treated as received when the receiving system records delivery, unless the sender receives an automated failure notice.
31. Governing Law and Jurisdiction
Synotech operates in Zimbabwe, Botswana, and South Africa. Unless a signed agreement states otherwise:
- For services contracted through, delivered primarily in, or billed from South Africa, South African law applies.
- For services contracted through, delivered primarily in, or billed from Botswana, Botswana law applies.
- For services contracted through, delivered primarily in, or billed from Zimbabwe, Zimbabwean law applies.
- Where the relevant country cannot reasonably be determined, South African law applies to the maximum extent permitted by applicable law.
The parties will first attempt to resolve disputes through good-faith negotiation. If a dispute is not resolved within 20 business days after written notice, either party may refer the dispute to the courts or dispute resolution forum with lawful jurisdiction over the matter.
Nothing prevents either party from seeking urgent relief, injunctive relief, payment of undisputed amounts, or protection of intellectual property, confidential information, data, systems, or security.
32. Changes to These Terms
We may update these Terms from time to time. The latest version will be posted on www.synotech.dev. The “Last updated” date shows when the Terms were last revised.
Continued use of the website or services after changes are posted means the updated Terms apply from the effective date, subject to any signed agreement that states otherwise.
33. Contact
For questions about these Terms, contact:
Synotech
Website: www.synotech.dev
Email: [email protected]