1. Definitions and Applicability

1.1. Definitions

1.1.1. “Globx Commerce Limited” refers to Globx Commerce Limited, a company duly registered in the Republic of Rwanda, operating in accordance with Rwandan commercial and corporate laws.

1.1.2. “Client” refers to any legal entity or individual engaging Globx Commerce Limited for services.

1.1.3. “Agreement” means any contract, assignment, quotation acceptance, or written engagement between Globx Commerce Limited and the Client.

1.1.4. “Implementation Principles” refers to the project execution standards provided by Globx Commerce Limited, which the Client agrees to follow.

1.1.5. “General Terms & Conditions” refers to this document governing all engagements with Globx Commerce Limited.

1.2. Applicability

1.2.1. These Terms & Conditions apply to all quotes, assignments, and agreements between Globx Commerce Limited and the Client.

1.2.2. Deviations are only valid if agreed to in writing by both parties.

1.2.3. The Client’s own general terms are rejected unless expressly accepted in writing by Globx Commerce Limited.

1.2.4. Any past tolerance or deviation granted by Globx Commerce Limited shall not create a permanent right or future claim for the Client.

2. Offers and Agreements

2.1. All quotations and price estimates issued by Globx Commerce Limited are non-binding unless otherwise stated.

2.2. Agreements become binding only upon written confirmation by Globx Commerce Limited or upon commencement of the services.

2.3. Any amendment to an agreement must be mutually approved in writing.  

3. Confidentiality

3.1. Both parties shall maintain strict confidentiality regarding all non-public, proprietary, or commercially sensitive information exchanged.

3.2. Confidential information remains the property of the disclosing party and may not be shared with third parties without prior written consent.

 

4. Payment Terms and Late Fees

4.1. Invoices must be settled within 14 days of the invoice date unless agreed otherwise in writing.

4.2. Late payments shall incur an interest charge of 1% per month on the outstanding balance, as permitted under Rwandan commercial practice.

4.3. If the Client is in default for 14 days after written notice, Globx Commerce Limited may suspend services until full settlement.

4.4. The Client is liable for all collection, legal, or administrative costs arising from overdue payments. A minimum administrative charge of RWF 150,000 shall apply.

 

5. Liability and Indemnification

5.1. Globx Commerce Limited is liable only for direct damages resulting from gross negligence or intentional misconduct.

5.2. Total liability is limited to the invoiced value (excluding VAT), up to a maximum of RWF 20,000,000.

5.3. Globx Commerce Limited is not liable for indirect or consequential losses, such as lost profits, interruption of business, or data loss.

5.4. The Client indemnifies Globx Commerce Limited from third-party claims arising from the Client’s use of services, except where caused by Globx Commerce Limited’s proven negligence.

5.5. These liability limitations extend to employees, subcontractors, and advisors operating under the authority of Globx Commerce Limited.

5.6. Invoking these terms does not entitle the Client to suspend payment obligations.

 

6. Intellectual Property Rights  

6.1. All custom developments, scripts, software configurations, and documentation created by Globx Commerce Limited remain its intellectual property unless expressly transferred in writing.

6.2. The Client receives a non-exclusive, non-transferable license to use the materials solely for internal operations.

6.3. The Client may not:

• Modify developments without written approval
• Distribute, sell, or sublicense them
• Claim ownership over intellectual property belonging to Globx Commerce Limited
  6.4. Violations will result in immediate termination of usage rights and potential legal remedies.

 

7. Non-Solicitation Clause  

7.1. The Client shall not solicit, hire, or attempt to hire any Globx Commerce Limited employee or subcontractor during the contract and for 12 months after termination.

7.2. Breach of this clause results in a penalty equivalent to six (6) months of the concerned employee’s gross salary

  

8. Force Majeure   

8.1. Globx Commerce Limited is not liable for delays or failures caused by force majeure events, including but not limited to:

• Natural disasters or national emergencies
• Government restrictions or regulatory changes
• Strikes, transport disruptions
• Cyber-attacks or internet infrastructure failures beyond its control
  8.2. If force majeure exceeds 30 days, Globx Commerce Limited may suspend the agreement for up to one month. After this period, either party may terminate without liability.

  

9. Service Execution and Implementation Principles   

9.1. The Client agrees to follow the Implementation Principles, which define roles, responsibilities, testing requirements, and project standards.

9.2. These principles form an integral and binding part of the Agreement.

  

10. Billing for Additional Services    

10.1. Any services outside the agreed Scope (e.g., extra meetings, change requests, or additional training) shall be billed at Globx Commerce Limited’s standard rates.

10.2. Delays caused by the Client may result in idle-time charges for Globx Commerce Limited personnel.

  

11. Complaints and Dispute Resolution     

11.1. Complaints must be submitted in writing within 8 days of service delivery or invoice date.

11.2. If valid, Globx Commerce Limited may issue a credit note or redeliver the service at no extra cost.

11.3. All agreements with Globx Commerce Limited are governed by the laws of the Republic of Rwanda, and disputes shall be resolved exclusively by competent Rwandan courts or arbitration bodies as applicable.

  

12. Delivery Time     

12.1. Requested timelines are indicative and not legally binding unless explicitly guaranteed in writing.

12.2. Delays, regardless of cause, do not entitle the Client to compensation or contract cancellation.

12.3. If the Client fails to meet obligations, Globx Commerce Limited may suspend services after written notice.

  

13. Data Protection & Compliance       

13.1. Both parties shall comply with:

• The Rwanda Data Protection and Privacy Law (Law No. 058/2021)
• Any relevant ICT or cybersecurity regulations
  13.2. Globx Commerce Limited shall:
• Not retain personal data longer than necessary
• Apply appropriate security measures
• Notify the Client of data breaches within 48 hours as required under Rwandan law

14. Final Provisions      

14.1. The Client acknowledges acceptance of these Terms & Conditions by signing any agreement or engaging Globx Commerce Limited’s services.

 14.2. Globx Commerce Limited may update these Terms & Conditions. Changes apply to future agreements unless stated otherwise.