Legal Documents

NDA & Terms of Service

Mdluli Digital Hub (PBC) is committed to protecting your business ideas. Read and digitally sign our agreements below.

1 Introduction & Agreement to Terms

These Terms of Service constitute a legally binding agreement between Mdluli Digital Hub (PBC), a Private Business Corporation under the laws of Zimbabwe, and you, the client. By engaging our services or making any payment, you confirm you have read and agree to be bound by these Terms.

2 Services Offered

Mdluli Digital Hub provides:

  • Website design and development (static, dynamic, e-commerce)
  • AI-powered business automation systems and integrations
  • WhatsApp chatbot development and deployment
  • Invoicing, billing system and payment gateway development
  • Appointment and booking platform development
  • Custom software development and API integration
  • Ongoing maintenance, support and technology consulting

All services are subject to a formal project brief and agreed scope of work provided in writing prior to commencement.

3 Payment Terms & Deposit Policy

All projects require a 50% non-refundable deposit before any work commences.

  • Deposit (50%): Due before commencement. Non-refundable once work has begun.
  • Balance (50%): Due upon completion, before final delivery or going live.
  • Methods: EcoCash, Innbucks, bank transfer (USD or ZWL), and other agreed methods.
  • Currency: ZWL invoices use the prevailing official rate at the time of invoicing.
  • Late payments: Balances unsettled within 7 days of completion may attract a 5% weekly late charge.
  • Milestones: Larger projects may use a milestone schedule agreed in writing.
Important: Final files, source code, credentials and live deployment are released only upon receipt of the full outstanding balance.

4 Scope & Change Requests

Work outside the agreed scope constitutes a change request and may incur additional charges. All change requests must be submitted in writing. We provide a revised quote before proceeding.

5 Timeline & Delays

Timelines are subject to timely content, feedback and approvals from the Client. Delays caused by client inaction are not Mdluli's responsibility. Projects paused for more than 30 days may require a restart fee.

6 Intellectual Property

Upon full payment, the Client receives ownership of custom deliverables. General frameworks, libraries and methodologies remain Mdluli's property. Without an active NDA, Mdluli may showcase completed projects as portfolio examples.

7 Warranties & Liability

We deliver to the highest professional standard. We do not guarantee specific business outcomes or search rankings. Liability is limited to the project fee paid. We are not liable for third-party service outages.

8 Termination

Either party may terminate by written notice. The 50% deposit is non-refundable. Work completed to termination will be invoiced and must be settled before any files are released.

9 Governing Law

These Terms are governed by the laws of the Republic of Zimbabwe. Disputes shall be resolved first through good-faith negotiation, then the appropriate Zimbabwean courts.

§ Non-Disclosure Agreement — Overview

This NDA is entered into between Mdluli Digital Hub (PBC) and the Client upon signing. It governs confidential information exchanged during a business engagement.

Important: This NDA applies to genuinely unique, proprietary systems only. Standard implementations — basic WhatsApp bots, generic invoicing, standard booking pages — are not covered as they represent general-purpose, widely available functionality.

1 Definition of Confidential Information

Confidential Information means non-public information that is designated confidential or reasonably understood to be so. This includes:

  • Unique system architectures, workflows and proprietary business logic built exclusively for the Client
  • Proprietary algorithms, data models or processes providing a material competitive advantage
  • Business strategies, financial information, customer data and operational processes shared during the engagement
  • Technical specifications, database schemas or integrations unique to the Client's implementation

2 Exclusions

  • Information that becomes publicly available through no breach by Mdluli
  • Generic or commonly implemented solutions (standard WhatsApp bots, generic invoicing, standard booking pages)
  • Information Mdluli possessed prior to the Client's disclosure
  • Information independently developed by Mdluli without reference to Client's confidential information
  • Information disclosed pursuant to a legal obligation or court order
  • General frameworks, programming languages or libraries used industry-wide
Example: "A WhatsApp bot that sends invoices" — not covered (general use). A unique multi-step credit-scoring workflow integrated with a bespoke ERP system — that specific architecture is covered.

3 Obligations of Mdluli Digital Hub

  • Hold Confidential Information in strict confidence; not disclose to any third party without written consent
  • Use it solely for fulfilling the agreed project scope
  • Restrict access to staff with a legitimate need to know, bound by equivalent obligations
  • Implement reasonable security measures against unauthorised access
  • Notify the Client promptly of any actual or suspected unauthorised disclosure
  • Not replicate or repurpose uniquely proprietary workflows for any other client

4 Obligations of the Client

  • Provide accurate information about which aspects are genuinely proprietary
  • Not misrepresent generic ideas as proprietary
  • Maintain confidentiality of Mdluli's internal processes and pricing
  • Honour all payment obligations as a condition of enforceability

5 Term & Duration

Effective on the date signed; in force for three (3) years, unless extended by mutual written agreement or the information enters the public domain. Trade secret obligations survive expiry.

6 Mutual Confidentiality

This Agreement is mutual. The Client also agrees to keep confidential Mdluli's proprietary methodologies, pricing structures, internal systems and business processes disclosed during the engagement.

7 Remedies

Both parties acknowledge that a breach may cause irreparable harm. Injunctive relief and specific performance are agreed to be appropriate remedies in addition to any other legal rights.

8 Governing Law

Governed by the laws of the Republic of Zimbabwe. Disputes resolved first by negotiation within 30 days, then mediation, then the courts of Zimbabwe.

By signing you confirm you have read and agree to the Terms of Service and NDA above. A signed PDF copy will be emailed to you and available to download immediately.

Sign the NDA

Complete all fields accurately. Your information is kept strictly confidential and used only to execute this agreement.

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A signed PDF copy will be emailed from noreply@mdluli.com with a secure download link. Please check your spam folder if it doesn't arrive within a few minutes.

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