Effective Date: January 1, 2026
Last Updated: April 2026
Welcome to Opesware. These Universal Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client" or "Enterprise") and Opesware Consulting ("Opesware", "we", "us"), headquartered in Bonamoussadi, Douala, Republic of Cameroon. These Terms govern the consulting, development, deployment, and maintenance of all enterprise software solutions, including but not limited to ERPs, Hospital Management Systems, supply chain trackers, and web/mobile platforms.
🚨 MANDATORY B2B NOTICE: By executing a Statement of Work (SOW) or accessing our proprietary staging servers, your enterprise formally agrees to be bound by these Terms via the framework established by the Organization for the Harmonization of Business Law in Africa (OHADA).
1. Master Services Agreement (MSA) and Statements of Work (SOW)
These Terms serve as the overarching Master Services Agreement. Specific technical deliverables, development timelines, sprint cycles, and financial payment tranches are delineated in individual Statements of Work (SOW) mutually signed prior to project commencement.
Conflict Resolution: In the event of a direct contradiction between these Terms and a signed SOW, the specific technical and financial clauses within the SOW shall supersede these general Terms for that specific project.
2. Intellectual Property (IP) and Source Code Transfer
We believe that when you pay for custom software, you own the asset. Upon final clearance of all invoice tranches outlined in the SOW:
- Custom Code: Exclusive legal ownership of all bespoke business logic, custom UI/UX assets, and proprietary database schemas is permanently transferred to the Client.
- Pre-Existing Frameworks: Opesware retains the IP rights to any pre-existing, underlying architectural frameworks, open-source libraries, or proprietary utility modules used to compile the software. The Client is granted a perpetual, royalty-free, irrevocable license to use these underlying components strictly within the context of the delivered software.
3. Service Level Agreements (SLAs) and Maintenance
The operational reality of infrastructure in the CEMAC region dictates specific maintenance parameters.
- Bug Rectification: Opesware guarantees a standard 30-day "Hypercare" period post-deployment, during which critical code anomalies (Bugs) are rectified free of charge, provided they are not caused by third-party database corruption.
- Annual Maintenance Contracts (AMC): Long-term uptime, security patching, and server administration are provided strictly under an active AMC. If a Client declines an AMC, Opesware is not legally liable for server crashes, API deprecations, or security breaches post-Hypercare.
- Infrastructure Force Majeure: Opesware is not liable for software downtime resulting from national internet outages (Camtel fiber cuts), systemic power grid failures (ENEO), or Mobile Money API downtime enforced by telecommunications operators.
4. Payment Terms, Default, and Suspension
Enterprise software engineering requires massive resource mobilization. As such, adherence to SOW payment schedules is critical.
If a milestone payment is delayed by more than fifteen (15) business days beyond the invoice Net-Terms, Opesware reserves the right to halt all development sprints. If payment is delayed beyond forty-five (45) days, Opesware holds the technical right to suspend all staging/production environments associated with the defaulting Client until the financial balance, including late-payment penalties defined in the SOW, is cleared in full.
5. Limitation of Liability
To the maximum extent permitted by Cameroonian law, Opesware’s total cumulative liability arising from any specific software deployment—whether in contract, tort, or otherwise—shall not exceed the total project fees actively paid by the Client under the specific SOW causing the liability over the trailing 12-month period. Under no circumstances shall Opesware be liable for indirect, punitive, or consequential damages, including specific loss of corporate revenue due to operational software downtime.
6. Jurisdiction and Governing Law
These terms are constructed under and governed by the laws of the Republic of Cameroon and the uniform acts of the OHADA treaty.
In the event of a dispute that cannot be resolved through mandatory executive mediation, the parties agree to submit to the exclusive jurisdiction of the Commercial Courts of the Wouri Division, in Douala, Littoral Region.