Terms of Service

Last Updated: January 22, 2025

These Terms of Service ("Terms") govern your use of services provided by WitData Company Limited ("WitData," "we," "our," or "us"). By engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms.

1. Company Information

• Legal Name: WitData Company Limited
• Registered Address: 3 Nguyen Luong Bang Street, Tan My Ward, Ho Chi Minh City, Vietnam
• Contact Email: contact@witdata.app
• Website: https://witdata.app

2. Services Provided

WitData provides low-code development services using the Retool platform, including but not limited to:

• Strategy Consulting: Analysis, roadmapping, and technical consulting for Retool projects
• MVP Development: Rapid prototyping and minimum viable product development
• Custom Development: Full-scale application development for internal tools, dashboards, and admin panels
• Optimization & Scaling: Performance optimization and application enhancement services
• Integration & Automation: Data integration and workflow automation solutions
• Support & Maintenance: Ongoing support and maintenance services

3. Service Engagement

3.1 Project Scope

All projects are one-time engagements with clearly defined scope, deliverables, timeline, and budget as outlined in a separate Statement of Work (SOW) or project proposal. The SOW will include:

• Detailed project requirements and specifications
• Deliverables and acceptance criteria
• Project timeline and milestones
• Total project cost and payment schedule
• Client responsibilities and requirements

3.2 Change Requests

Any changes to the agreed scope must be documented in writing and may result in adjustments to timeline and cost. Additional work outside the original scope will be billed separately at our then-current rates.

3.3 Client Responsibilities

Client agrees to:

• Provide timely access to required systems, data, and resources
• Provide clear requirements and prompt feedback
• Designate a primary point of contact for the project
• Review and approve deliverables within agreed timeframes
• Make timely payments according to the payment schedule

4. Payment Terms

4.1 Payment Method

We accept payment via bank transfer only. Payment instructions will be provided in the invoice.

4.2 Payment Schedule

Payment is structured as follows:

• Upfront Payment: 50% of total project cost due before work begins
• Milestone Payments: Progress payments at agreed milestones (if applicable)
• Final Payment: Remaining balance due upon project completion and before final delivery

4.3 Late Payment

Invoices are due within 7 days of issuance. Late payments will result in:

• Immediate suspension of all work on the project
• Withholding of deliverables and source code until payment is received
• Termination of the project if payment is more than 30 days overdue

4.4 Currency

All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing.

5. Refund and Cancellation Policy

5.1 No Refunds

All payments are non-refundable. Once work has commenced, upfront and milestone payments cannot be refunded regardless of project status or cancellation.

5.2 Cancellation by Client

If Client cancels the project:

• All payments made to date are forfeited
• Client is liable for any work completed up to the cancellation date
• Partial deliverables (if any) will be provided at WitData's discretion
• Client must pay for any third-party costs already incurred

5.3 Cancellation by WitData

WitData reserves the right to cancel the project if:

• Client fails to make timely payments
• Client fails to provide required access or information
• Client breaches these Terms
• The project becomes technically infeasible

In case of cancellation by WitData due to Client breach, all provisions of Section 5.2 apply.

6. Intellectual Property Rights

6.1 Ownership of Deliverables

Client owns all custom code and applications developed specifically for Client under the project, subject to:

• Full payment of all fees
• Completion and acceptance of the project
• Compliance with these Terms

6.2 Third-Party Software

The Client acknowledges that:

• Retool Platform: Applications are built using Retool, a third-party platform requiring separate licensing. Client must maintain valid Retool licenses to use the applications.
• Third-Party Components: Applications may include open-source or third-party libraries subject to their respective licenses
• APIs and Integrations: Access to integrated services requires Client's own licenses and API keys

6.3 WitData Intellectual Property

WitData retains ownership of:

• Proprietary methodologies, processes, and frameworks
• Reusable components and templates developed prior to or independently of the project
• General knowledge and skills acquired during the project

6.4 Portfolio Rights

WitData may use anonymized project information and screenshots for portfolio, marketing, and case study purposes unless Client explicitly objects in writing.

7. Warranties and Representations

7.1 Limited Warranty

WitData warrants that:

• Professional Standards: Services will be performed in a professional and workmanlike manner consistent with industry standards
• Functionality: Deliverables will substantially conform to the specifications outlined in the SOW
• Authority: WitData has the authority to enter into this agreement and provide the services

7.2 Warranty Period

The Limited Warranty applies for 30 days after project completion. During this period, WitData will fix bugs and defects at no additional cost, provided:

• The issue was present in the original delivery
• Client has not modified the code or configuration
• The issue is reproducible and documented
• Client reports the issue within the warranty period

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability or fitness for a particular purpose
• Warranties that services will be uninterrupted or error-free
• Warranties regarding third-party platforms, APIs, or services
• Warranties that deliverables will meet Client's business objectives or generate specific results

8. Limitation of Liability

8.1 Maximum Liability

WitData's total aggregate liability for any claims arising from or related to this agreement shall not exceed the total fees paid by Client for the specific project giving rise to the claim.

8.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITDATA SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Costs of substitute services or procurement
• Business interruption or downtime
• Damage to reputation or goodwill

This limitation applies regardless of the form of action (contract, tort, negligence, strict liability, or otherwise) and even if WitData has been advised of the possibility of such damages.

8.3 Exceptions to Limitation

The limitations in this section do not apply to:

• Death or personal injury caused by WitData's gross negligence
• Fraud or fraudulent misrepresentation
• Violations of intellectual property rights
• Liabilities that cannot be excluded under applicable law

8.4 Third-Party Liability

WitData is not responsible for issues arising from third-party platforms (including Retool), APIs, services, or Client's infrastructure. Client assumes all risks associated with:

• Retool platform availability, performance, or changes
• Third-party API changes or deprecation
• Client's hosting infrastructure or data storage
• Security breaches of third-party services

9. Confidentiality

9.1 Confidential Information

Both parties agree to keep confidential any proprietary information disclosed during the project, including but not limited to:

• Business strategies and processes
• Technical specifications and architectures
• Customer data and business information
• Pricing and financial information

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

9.3 Duration

Confidentiality obligations continue for 3 years after project completion or termination of this agreement.

10. Indemnification

10.1 By Client

Client agrees to indemnify and hold harmless WitData from claims arising from:

• Client's use of the deliverables
• Content or data provided by Client
• Violation of third-party rights by Client
• Client's breach of these Terms

10.2 By WitData

WitData agrees to indemnify Client from claims that deliverables infringe third-party intellectual property rights, provided:

• Client promptly notifies WitData of the claim
• WitData has sole control of the defense and settlement
• Client provides reasonable assistance

11. Data Protection and Privacy

Client data handling is governed by our Privacy Policy. By engaging our services, Client confirms that:

• Client has the right to share data with WitData for project purposes
• Client complies with applicable data protection laws (GDPR, CCPA, etc.)
• WitData may access Client data solely for providing services

See our Privacy Policy for detailed information.

12. Term and Termination

12.1 Project Term

Each project begins upon signing the SOW and continues until completion or termination as outlined in these Terms.

12.2 Termination for Cause

Either party may terminate for cause if the other party:

• Materially breaches these Terms and fails to cure within 14 days of written notice
• Becomes insolvent or enters bankruptcy proceedings
• Ceases business operations

12.3 Effect of Termination

Upon termination:

• Client must pay for all work completed to date
• WitData will deliver work-in-progress (at its discretion)
• Confidentiality obligations survive
• All unpaid amounts become immediately due

13. Force Majeure

Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to: natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services (including Retool platform outages).

14. General Provisions

14.1 Entire Agreement

These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior negotiations and agreements.

14.2 Amendments

These Terms may only be amended by written agreement signed by both parties. We may update these Terms by posting revised terms on our website with 30 days' notice.

14.3 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.

14.4 Waiver

Failure to enforce any provision does not constitute a waiver of future enforcement rights.

14.5 Assignment

Client may not assign this agreement without WitData's prior written consent. WitData may assign this agreement to an affiliate or in connection with a merger or acquisition.

14.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

15. Dispute Resolution

15.1 Negotiation

In the event of a dispute, the parties agree to first attempt to resolve it through good-faith negotiation.

15.2 Mediation

If negotiation fails, parties agree to mediation before pursuing litigation.

15.3 Governing Law and Jurisdiction

These Terms are governed by the laws of Vietnam. Disputes shall be resolved in the courts of Ho Chi Minh City, Vietnam, unless both parties agree to alternative dispute resolution.

16. Contact Information

For questions about these Terms, please contact us:

• Email: contact@witdata.app
• Address: WitData Company Limited, 3 Nguyen Luong Bang Street, Tan My Ward, Ho Chi Minh City, Vietnam
• Phone/WhatsApp: +84 (349) 349-391