Terms and Conditions

1. Acceptance of Terms

By accessing the Rehoboth Tech Limited website or engaging our software development services, you confirm that you have read, understood, and agree to these Terms and Conditions (the “Terms”). If you do not agree with any part of these Terms, you must not use our website or services. These Terms constitute a legally binding agreement between Rehoboth Tech Limited (referred to as “Rehoboth Tech”, the “Company”, “we”, or “us”) and you (the individual or entity using our services, referred to as “Client” or “you”). Rehoboth Tech Limited is a global software development company (registered in England, Company No. 16067463) with its registered office at Unit 82a James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE.

By entering into a service contract, signing a proposal or statement of work, or otherwise using our services, you acknowledge that these Terms apply to and govern our relationship. Rehoboth Tech may update or modify these Terms from time to time. We will notify you of any material changes, and continued use of our services after such changes constitutes acceptance of the updated Terms. If there is a separate written contract between you and Rehoboth Tech that conflicts with these Terms, the provisions of that separate contract will prevail to the extent of the conflict.

2. Scope of Services

Rehoboth Tech is a provider of professional software development and IT services on a global basis. Our service offerings include, but are not limited to:

• Mobile and Web Application Development: Design, development, and deployment of custom mobile applications and web-based software solutions tailored to Client requirements.

• Product Design and Modernization: Modernizing legacy software systems, redesigning user interfaces, improving user experience (UI/UX), and updating products with contemporary technologies and architectures.

• Software Project Takeovers: Assuming development and maintenance of existing software projects from Clients, including audit of current code, fixing issues, and continuing new development as needed.

The specific scope, deliverables, and timeline of the services for your project will be defined in a separate Project Proposal, Statement of Work (SOW) or similar document agreed upon in writing by both parties. Rehoboth Tech will use commercially reasonable efforts to perform the agreed services in a professional manner and to meet any agreed specifications and timelines. Any changes or additions to the scope of work must be documented and mutually agreed (e.g. via change request or amended SOW), and may result in adjustments to fees or delivery schedule.

Our services are offered to Clients worldwide. You are responsible for ensuring that your use of our services (and any software we develop for you) complies with the laws and regulations of your jurisdiction. We reserve the right to refuse or terminate services if a project involves content or activities that are unlawful or violate these Terms.

3. Fees and Payment Terms

3.1 Project Fees: For one-time or fixed-price projects, fees and payment schedules will be outlined in the project proposal or SOW provided to the Client before work begins. Unless otherwise agreed, Rehoboth Tech may require a partial upfront payment (e.g. a deposit) before project commencement, with the remaining balance invoiced upon completion or at specified milestones. All invoices are payable within the timeframe stated on the invoice (commonly within 15 or 30 days of invoice date). Payments shall be made in the currency and method specified in the invoice or agreement. If the Client fails to pay any amount by the due date, Rehoboth Tech reserves the right to suspend work or delivery of deliverables until payment is received, and/or to charge interest on overdue amounts at a reasonable rate permitted by law.

3.2 Monthly Maintenance Subscriptions: If you subscribe to an ongoing maintenance, support, or retainer service (e.g. monthly maintenance of an application), the subscription fees and billing cycle will be set out in a Maintenance Agreement or similar document. Such fees will typically be charged monthly, in advance, on a recurring basis. Either party may terminate a monthly subscription service by giving written notice in accordance with the agreed notice period (e.g. 30 days) prior to the next billing date, unless a minimum term is specified. Rehoboth Tech will continue to provide maintenance services as long as the subscription is active and paid. We may adjust subscription fees upon renewal periods or with prior notice for long-term engagements to account for changes in scope or cost of service.

3.3 Taxes and Charges: All fees quoted are exclusive of any applicable taxes (such as VAT, sales tax, GST) and bank transfer fees or currency exchange charges, unless stated otherwise. The Client is responsible for paying any such taxes or additional charges. If any withholding tax is required by law, the Client shall inform Rehoboth Tech and cooperate to furnish appropriate documentation, and the payment of fees shall be adjusted such that Rehoboth Tech receives the full net amount agreed.

3.4 No Refunds: Except as expressly provided in these Terms or required by applicable law, payments made are non-refundable. In the case of termination of a project or subscription (as described in Section 11), the Client will be responsible for payment of services rendered up to the date of termination and any agreed termination fees if applicable.

4. Delivery of Services

Rehoboth Tech will deliver the services and any associated software or deliverables in accordance with the timelines or milestones agreed in the project plan or SOW. While we strive to meet all deadlines, any stated delivery dates are estimates. Timely Cooperation: The Client acknowledges that successful and timely delivery depends on effective cooperation. The Client agrees to provide in a timely manner all information, materials, decisions, and approvals required for Rehoboth Tech to perform the services. Rehoboth Tech will not be liable for delays or failures in delivery caused by the Client’s delay in providing required inputs or by changes requested by the Client.

Acceptance of Deliverables: Upon delivery of each deliverable or completion of the project, the Client will have an opportunity to review and test the work. The Client agrees to inspect and test deliverables within a reasonable period (for example, within 10 business days of delivery, unless another acceptance period is defined in the SOW). If the deliverable materially fails to meet the agreed specifications, the Client shall notify Rehoboth Tech in writing detailing the deficiencies within the review period. Rehoboth Tech will use reasonable efforts to correct any such deficiencies promptly, at no additional charge, so that the deliverable conforms to the specifications. If the Client does not provide any written notice of deficiencies within the review/acceptance period, the deliverable will be deemed accepted and in compliance with the requirements.

Deployment and Transition: If the project involves deployment to a production environment or handover of code, Rehoboth Tech will, upon request, assist with deployment and transition in accordance with the project scope. After acceptance, any further changes or support will fall under a maintenance agreement or a separate support contract, if one is in place.

Change Requests: The Client may request changes or additions to the scope of the project. Any such change should be proposed in writing. Rehoboth Tech will evaluate the request and inform the Client of any impact on the fees, timeline, or deliverables. The parties must agree in writing (e.g. via a change order or amended SOW) to the new scope, fees, or schedule before Rehoboth Tech is obligated to implement the changes. Until then, Rehoboth Tech will continue to perform the services as originally agreed.

5. Intellectual Property Rights

5.1 Ownership of Deliverables: Upon full payment of all fees due for a project, all intellectual property rights in the software, designs, documentation, and other work products specifically created by Rehoboth Tech for the Client under the agreed scope (“Deliverables”) shall be transferred to and vest in the Client. This means the Client will own the custom software and materials developed for them. If full ownership transfer is prohibited or not intended for a particular Deliverable, Rehoboth Tech will instead grant the Client a perpetual, worldwide, royalty-free license to use, reproduce, and modify that Deliverable for its internal business purposes. Any such exceptions will be clearly identified in the relevant SOW or agreement.

5.2 Pre-existing IP and Tools: Notwithstanding the above, Rehoboth Tech retains all rights to its Pre-existing Materials and know-how. Pre-existing Materials include any intellectual property owned or developed by Rehoboth Tech or its licensors prior to or outside of the Client’s project, or developed by Rehoboth Tech outside the scope of the project. This may include libraries, frameworks, templates, generic code, processes, algorithms, or tools used by Rehoboth Tech in the course of providing services. Rehoboth Tech also retains ownership of any general skills, experience, or know-how (including ideas, concepts, processes, and techniques) acquired in the course of performing the services. To the extent that any Pre-existing Materials or general know-how are included in the Deliverables, Rehoboth Tech grants the Client a non-exclusive, perpetual, royalty-free license to use those elements within the Deliverables as intended for the project. This license allows the Client to use the Deliverables without infringing Rehoboth Tech’s rights, while permitting Rehoboth Tech to use its generalized knowledge and components in future projects for other clients.

5.3 Third-Party Components: The Client acknowledges that software development may involve use of third-party or open-source components. Rehoboth Tech reserves the right to utilize open-source libraries or other third-party software in delivering the Services (e.g. open-source frameworks, plugins, etc.), provided that such components are appropriately licensed. Any third-party software incorporated into the Deliverables will remain subject to their original licenses; to the extent required, the Client agrees to comply with those third-party license terms. Rehoboth Tech will not use any third-party components in a way that prevents the Client from legally using the Deliverables. The Client also agrees not to remove or alter any proprietary notices (including copyright or license notices) that Rehoboth Tech or third-party developers have embedded in the source code or documentation of Deliverables.

5.4 Portfolio Use: Unless otherwise agreed in writing or restricted by a separate confidentiality agreement, the Client grants Rehoboth Tech the right to reference the Client’s name and a high-level description of the project in Rehoboth Tech’s marketing materials or portfolio. This may include display of the Client’s logo and a factual description of the services provided, solely for the purpose of showcasing Rehoboth Tech’s experience. Rehoboth Tech will not reveal any of the Client’s confidential details (e.g. the source code or proprietary business information) in such references without permission. If the Client does not wish to be included in such marketing references, they may notify Rehoboth Tech in writing to opt out.

6. Confidentiality

Each party acknowledges that it may receive confidential or proprietary information from the other party during the course of the project or through the use of the website. Confidential Information means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include business plans, technical data, software source code, designs, financial information, Client data, trade secrets, and any other information that is not generally known to the public.

The Receiving Party agrees to use the Disclosing Party’s Confidential Information only for the purposes of fulfilling its obligations under these Terms (or as otherwise expressly authorized in writing by the Disclosing Party). The Receiving Party will not disclose such information to any third party except to its employees or subcontractors who need to know it for the performance of services and who are bound by confidentiality obligations at least as strict as those in this Section. The Receiving Party must exercise reasonable care to protect Confidential Information from unauthorized use or disclosure, at least the same degree of care it uses to protect its own similar confidential information.

Exceptions: The obligations in this Section do not apply to information that the Receiving Party can prove: (a) is or becomes publicly available through no wrongful act of the Receiving Party; (b) was already in the Receiving Party’s possession without obligation of confidentiality before receipt from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction and without breach of any duty to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. Additionally, the Receiving Party may disclose Confidential Information if required to do so by law or court order, provided it gives prompt notice (if legally permissible) to the Disclosing Party and cooperates (at the Disclosing Party’s expense) in any effort to limit or contest the required disclosure.

The confidentiality obligations survive the termination or expiration of these Terms and will remain in effect for a period of at least five (5) years from the date of disclosure, or indefinitely with respect to trade secrets and personal data. Each party agrees to return or destroy the other party’s Confidential Information upon request after the end of the engagement, except as may be required to be retained for legal compliance or internal record-keeping, in which case the confidentiality obligations herein shall continue to apply to such retained information.

7. Data Protection and Privacy

Rehoboth Tech is committed to protecting your personal data and privacy in compliance with applicable data protection laws. This Section explains how we collect, use, and protect personal information in the course of providing our services and operating our website. This integrated privacy notice is part of our Terms and there is no separate Privacy Policy.

7.1 Personal Data Collection: In the course of our business, we may collect personal information from you, such as your name, contact details (email, phone number, address), company affiliation, and any other information you voluntarily provide to us (for example, when you fill out a contact form on our website or communicate with us regarding a project). We may also collect usage data from our website (such as IP address, browser type, and pages accessed) through cookies or similar technologies for security and analytical purposes. By using our site or providing your information to us, you consent to the collection and use of information as described in this Section.

7.2 Use of Personal Data: We will use personal data only for legitimate business purposes, including: providing and delivering our services to you; communicating with you about your project or inquiries; improving our services and website; and, if you have agreed, sending you marketing or newsletter communications. We will not sell or rent your personal information to third parties. We may share your information with trusted third parties or subcontractors who assist us in delivering the services (e.g. cloud service providers, freelancers working on our behalf), but only on a need-to-know basis and under obligations of confidentiality and data protection consistent with these Terms.

7.3 Legal Basis and Compliance: Rehoboth Tech will process personal data in accordance with applicable laws, which may include (depending on your location) the EU/UK General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), or other data protection regulations. In most cases, the legal basis for our processing will be that it is necessary for the performance of a contract with you (or to take steps at your request prior to entering into a contract), or our legitimate interests in running and improving our services, or your consent (for example, for receiving marketing emails, which you can withdraw at any time). If you are an individual in the European Economic Area (EEA) or a similar jurisdiction, you have certain rights under data protection law, such as the right to access, correct, or delete your personal data, or to object to or restrict certain processing. We honor those rights and provide mechanisms for you to exercise them (see Section 7.6 below on Your Rights).

7.4 Data Security: We implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage. These measures include access controls to personal data, encryption and secure protocols where appropriate, and regular review of our data handling practices. However, no method of transmission over the Internet or electronic storage is completely secure; therefore, while we strive to protect your personal data, we cannot guarantee its absolute security. In the unlikely event of a data breach involving your personal information, we will notify you and the relevant authorities as required by law.

7.5 Data Transfers: Given that Rehoboth Tech provides services globally, the personal data we collect may be transferred to or stored on servers located in countries outside of your own jurisdiction (for example, in the United Kingdom, European Union, or other locations where we or our service providers operate). We will ensure that any international transfers of personal data are subject to appropriate safeguards in accordance with applicable data protection laws. If you are located in the EEA or UK, this means that if data is transferred to a country that is not deemed to have adequate data protection, we will use approved mechanisms such as Standard Contractual Clauses or rely on your consent or other legal bases for such transfer.

7.6 Your Rights: You have rights regarding your personal data held by us. Subject to applicable law, you may have the right to request access to the personal information we hold about you, to have incorrect information corrected or updated, to request deletion of your data, or to object to certain processing. You can exercise your rights by contacting us using the contact information in Section 14 (Contact Information). We will respond to legitimate requests within the timeframe required by law. Please note that we may need to retain certain information for record-keeping or to complete transactions initiated by you, or as required by law.

7.7 Privacy of Client Data in Projects: In the course of providing services, Rehoboth Tech may be given access to personal data controlled by the Client (for example, end-user data in a system that we are developing or maintaining for the Client). In such cases, Rehoboth Tech will act as a data processor on behalf of the Client (who is the data controller), and will process such data only in accordance with the Client’s instructions and applicable data protection laws. We will use and protect that data solely for the purpose of delivering the services to the Client and will not use it for any other purpose. Both parties agree to comply with all applicable data protection laws with respect to personal data processed under this Agreement. If required, the parties will enter into a separate Data Processing Agreement to further detail their responsibilities concerning personal data.

7.8 Data Retention: We will retain personal data for as long as necessary to fulfill the purposes for which it was collected, or as required by law or legitimate business needs. For example, we may retain contact information for as long as we provide services to you or as needed for our accounting and legal obligations, and for a reasonable period thereafter. When personal data is no longer required, we will securely erase or anonymize it.

By using our services, you also acknowledge that you have read this Data Protection and Privacy section and agree to the handling of personal information as described. If you have any questions or concerns about your privacy, you may contact us as outlined in Section 14.

8. Warranties and Representations

8.1 Company’s Warranties: Rehoboth Tech warrants that it will perform the services in a professional and workmanlike manner, with reasonable skill and care, consistent with generally accepted industry standards. We further represent that to our knowledge, any Deliverables we create will not infringe upon any third party’s intellectual property rights (see Section 10 below for related indemnity). In the event that we fail to meet the foregoing service standard and you notify us in writing of a material deficiency within 30 days of performance of the deficient service or delivery of the Deliverable, Rehoboth Tech will re-perform the affected services or repair/replace the Deliverable at no additional cost to you, provided that such deficiency was not caused by a modification or misuse of the Deliverable by the Client or by third-party materials for which we are not responsible. This remedy is the Client’s exclusive remedy for breach of the warranty in this Section. We do not guarantee, however, that our software or services will be perfectly error-free or uninterrupted, or that they will meet all of the Client’s particular requirements beyond the agreed specifications.

8.2 Client’s Warranties: The Client represents and warrants that it has the right to enter into this agreement and to order the services. The Client is responsible for ensuring that any materials or information it provides to Rehoboth Tech (for example, logos, content, data, or software from a previous developer) do not infringe any third-party rights or violate any laws. The Client warrants that it has all necessary rights and permissions to use and share such materials with Rehoboth Tech for the purpose of the project, and will indemnify Rehoboth Tech for any breach of this warranty (as further described in Section 10).

8.3 Disclaimer of Warranties: Except as expressly set forth in these Terms, Rehoboth Tech disclaims all other warranties and representations, whether express, implied, or statutory, to the maximum extent permitted by law. All services and deliverables are provided “AS IS” and without any warranty of merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement. No oral or written information or advice given by us shall create any other warranty. The Client assumes all responsibility for use of the deliverables after acceptance, and for any results obtained from their use. If your jurisdiction does not allow the exclusion of certain warranties, some of the above exclusions may not apply to you. In that case, our warranties are limited to the minimum scope and duration permitted by applicable law.

9. Limitation of Liability

To the fullest extent permitted by law, Rehoboth Tech’s total liability to the Client for any and all claims arising out of or relating to this Agreement or the services (whether in contract, tort, or otherwise) is limited to the total fees paid by the Client to Rehoboth Tech for the specific project or service in connection with which the claim arises. For ongoing or subscription services, our total liability will not exceed the amount of fees paid by you to us in the twelve (12) months. If no fees were paid (for example, use of a free service on our website), Rehoboth Tech shall have no liability to you, to the extent permitted by law.

In no event shall Rehoboth Tech or its directors, officers, employees, or agents be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with our services or these Terms, even if we have been advised of the possibility of such damages. This exclusion includes, but is not limited to, claims for lost profits or revenues, loss of data, loss of business opportunities, business interruption, or cover (cost of procuring substitute services). Rehoboth Tech will not be liable for any claims arising from: (a) any content or materials provided by the Client; (b) use of deliverables in combination with other products not provided by Rehoboth Tech, or any modifications made by the Client or third parties without our consent; or (c) any failure by the Client to fulfill its obligations under these Terms.

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by a party’s negligence, or for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law. In addition, the limitations of liability in this Section do not apply to the parties’ respective indemnification obligations under Section 10 or to any breach of confidentiality or data protection obligations, to the extent such limitations are prohibited by law. The parties agree that the allocation of risk in this Section is an essential basis of the bargain and that without such limitations, the fees for Rehoboth Tech’s services would be significantly higher.

10. Indemnification

10.1 Indemnification by Rehoboth Tech (IP Infringement): Rehoboth Tech agrees to defend, indemnify, and hold the Client harmless from any third-party claim, suit, or proceeding alleging that the software or deliverables created by Rehoboth Tech under these Terms infringe that third party’s copyright, patent, trademark, or other intellectual property. This indemnity obligation is conditioned on the Client: (a) promptly notifying Rehoboth Tech in writing of the claim (so that we are not prejudiced by delay); (b) giving Rehoboth Tech sole control of the defense and settlement of the claim (provided that no settlement shall be made without the Client’s consent unless it unconditionally releases the Client of all liability); and (c) providing to Rehoboth Tech, at our expense, all reasonable assistance in the defense of the claim. If any such infringement claim is brought or threatened, Rehoboth Tech may, at its own option and expense, either: (i) obtain for the Client the right to continue using the affected deliverable; (ii) modify or replace the deliverable so that it becomes non-infringing (while substantially preserving its utility or functionality as intended); or (iii) if the above options are not commercially feasible, terminate the affected services and/or remove the infringing deliverable, and refund to the Client the fees paid for the infringing deliverable or service as full and final settlement. Rehoboth Tech will not have any liability or indemnification obligation for any claim of infringement that arises from use of deliverables in combination with other products not developed by Rehoboth Tech, or from modifications made by the Client or a third party, or from Client’s failure to use updates or patches provided by Rehoboth Tech, if the infringement would have been avoided by using the unaltered deliverables or such updates.

10.2 Indemnification by Client: The Client agrees to indemnify, defend, and hold Rehoboth Tech and its affiliates, and their respective officers, directors, and employees, harmless from any claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) any content or materials provided by the Client to Rehoboth Tech (such as data, software, trademarks, or other materials) that infringe any intellectual property or privacy rights of a third party or that violate any law; (b) the Client’s use of the deliverables or services in violation of these Terms or applicable law; or (c) a breach by the Client of any of its warranties or obligations under these Terms. These indemnity obligations are subject to Rehoboth Tech: (i) promptly notifying the Client of the claim; (ii) providing reasonable cooperation and assistance (at Client’s expense) in the defense; and (iii) allowing the Client to control the defense and settlement of the claim (provided that any settlement that imposes non-monetary obligations on Rehoboth Tech or admits liability on Rehoboth Tech’s part shall require our prior written consent).

10.3 Limitations: The indemnifying party’s obligations in this Section 10 are subject to the Limitation of Liability in Section 9 above, except for liabilities that cannot be limited by law. The indemnities set forth herein are the parties’ exclusive remedy for third-party intellectual property infringement claims and similar third-party claims.

11. Termination

11.1 Termination for Convenience (Services): Either party may terminate an ongoing services engagement (such as a project that is in progress or a maintenance subscription) for convenience before its natural completion by giving the other party prior written notice. The required notice period should be as specified in the relevant SOW or Maintenance Agreement (if not specified, a 30-day notice for termination of ongoing services is suggested as a default). In case of such early termination for convenience by the Client, the Client shall pay Rehoboth Tech for all work performed and expenses incurred up to the effective date of termination, as well as any reasonable costs or non-cancellable commitments incurred as a result of the early termination. If Rehoboth Tech terminates for convenience, Rehoboth Tech will refund any fees paid for services not yet delivered as of the termination date.

11.2 Termination for Cause: Either party may terminate this Agreement (or any specific SOW) immediately upon written notice if the other party commits a material breach of these Terms or the project agreement, and (if the breach is curable) fails to cure that breach within 15 days after receiving written notice describing the breach. For example, a material breach by the Client would include failure to pay undisputed fees after notice, or misuse of Rehoboth Tech’s intellectual property; a material breach by Rehoboth Tech might include an unjustified cessation of services or a serious quality lapse not remedied. If such a breach occurs and is not cured, the non-breaching party may terminate the affected engagement.

In the event of termination for cause by the Client due to Rehoboth Tech’s uncured breach, the Client will be entitled to a pro-rata refund of any fees paid for services not delivered, and may pursue any other remedies available at law or equity (subject to the limitations in Section 9). In the event of termination for cause by Rehoboth Tech due to Client’s breach, Rehoboth Tech shall be entitled to payment for all services performed up to the termination date and any damages or costs resulting from the Client’s breach, and may suspend further work immediately.

11.3 Effects of Termination: Upon termination or expiration of the contract or services for any reason, Rehoboth Tech will stop work and deliver to the Client any work product (whether completed or in-progress) for which the Client has paid, up to the termination date. Any licenses granted to the Client for delivered work products shall continue perpetually (for paid deliverables) unless the Agreement was terminated by Rehoboth Tech for the Client’s material breach, in which case any license to unpaid deliverables or to software still under development may be revoked. The Client shall immediately pay any outstanding invoices for services rendered through the termination date. Additionally, each party shall promptly return or destroy the other party’s Confidential Information as provided in Section 6. Sections of these Terms which by their nature should survive termination (including but not limited to provisions on intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnities, and dispute resolution) shall survive and remain in effect.

12. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with our services shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. We choose English law because Rehoboth Tech is based in the United Kingdom and we aim for consistency; however, we provide services globally and do not seek to deprive you of any protection afforded under mandatory laws of your own country of residence (such as consumer protection laws), to the extent those laws by their terms apply to our relationship.

In the event of any dispute or disagreement between the Client and Rehoboth Tech arising out of these Terms or the provision of services, the parties agree to first attempt to resolve the matter through good-faith negotiations. If a dispute cannot be resolved amicably within a reasonable time, the parties agree to consider mediation as a next step, using a neutral third-party mediator, before pursuing formal legal action. If the dispute still cannot be resolved, then, subject to the following sentence, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement. Notwithstanding the foregoing, Rehoboth Tech reserves the right to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.

Arbitration (Optional): If both parties agree in writing, any dispute, controversy, or claim arising out of or relating to this contract can be finally settled by binding arbitration in a mutually agreed jurisdiction. The arbitration shall be conducted in English, according to the rules of a recognized arbitration institution (e.g. the London Court of International Arbitration (LCIA) or ICC) and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs in any dispute resolution process, except as may be awarded or as provided by law or in these Terms.

13. Changes to Terms

Rehoboth Tech may revise or update these Terms and Conditions from time to time, particularly to reflect changes in our services or legal obligations. When we make material changes, we will provide notice to Clients (for example, by email or by posting a notice on our website). The latest version of the Terms will always be available on the Rehoboth Tech website. Continued use of our website or services after any updated Terms have been posted (and after notification for material changes) constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using our services and, if applicable, may terminate any ongoing engagement as per Section 11. For clarity, no unilateral update can retroactively alter any agreed fee or scope in an existing SOW without your consent; changes will primarily affect future engagements or general site usage terms.

14. Contact Information

If you have any questions, concerns, or requests regarding these Terms or our services, please contact us at:

• Rehoboth Tech Limited

• Address: Unit 82a James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE.

• Email: [email protected]

• Website: rehobothtechservices.com

We value our clients and visitors and will endeavor to respond promptly to all legitimate inquiries.

15. General Provisions

Entire Agreement: These Terms, together with any duly signed proposals, statements of work, or addenda expressly incorporated herein, constitute the entire agreement between the Client and Rehoboth Tech regarding the subject matter, and supersede all prior or contemporaneous understandings, agreements, negotiations, or communications (whether oral or written) relating to the same subject matter. The parties acknowledge that they have not relied on any statement, representation, or promise not expressly outlined in these Terms in entering into the agreement.

Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable part will be deemed modified to the minimum extent necessary to make it valid and enforceable, unless that modification fundamentally changes the intention of the parties, in which case it shall be deemed severed.

Waiver: No waiver of any term or right under these Terms shall be effective unless in writing and signed by the party granting the waiver. A failure or delay by either party to exercise any right, power, or remedy under these Terms (or partial exercise thereof) does not constitute a waiver of that or any other right, nor will any single or partial exercise preclude further exercise of the right. Likewise, any waiver of a breach of these Terms will not operate as a waiver of any subsequent breach.

Relationship of Parties: The relationship between Rehoboth Tech and the Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Neither party has the authority to bind or act on behalf of the other without express written consent.

Assignment: The Client may not assign or transfer any rights or obligations under these Terms to any third party without the prior written consent of Rehoboth Tech (such consent not to be unreasonably withheld). Any attempted assignment without consent will be void. Rehoboth Tech may assign or transfer its rights and obligations under these Terms to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets, or to any affiliate controlling or under common control with Rehoboth Tech, provided that such assignment will not reduce any guarantees or protections for the Client under these Terms.

Force Majeure: Rehoboth Tech shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes or labor disputes, war, civil unrest, pandemic, governmental regulations or orders, power or internet outages, or other similar events. In such cases, Rehoboth Tech will notify the Client as soon as practicable and will use commercially reasonable efforts to resume performance as soon as possible.

No Third-Party Beneficiaries: These Terms are intended solely for the benefit of Rehoboth Tech and the Client. Nothing in this Agreement is intended to confer any benefits, rights, or remedies on any person or entity other than the parties to this Agreement and their permitted successors and assigns.

Notices: Any notices or communications required or permitted under these Terms should be given in writing and delivered by email or recognized courier service to the addresses of the parties as specified in the SOW or in Section 14 (for notices to Rehoboth Tech). Notices will be deemed given: (a) if sent by courier, on the date of delivery as confirmed by the courier; or (b) if by email, on the date the email is transmitted, or, if sent outside of normal business hours, on the next business day, provided that no bounce-back or error message is received.

By using our website or engaging Rehoboth Tech Limited for services, you acknowledge that you have read and agree to these Terms and Conditions in their entirety. These Terms create legal obligations that are enforceable under applicable law. If you have any questions about these Terms, please contact us before proceeding with our services. Rehoboth Tech is dedicated to delivering quality software solutions and maintaining transparent and fair dealings with all our clients worldwide. We thank you for trusting Rehoboth Tech Limited with your software development needs.