Terms of Service

01About these terms

These Terms of Service (“Terms”) are an agreement between you and Minh The Software, a sole proprietorship registered in Vietnam (tax code 8506666511-001) (“we”, “us”, “our”). They apply to your use of this website and, together with any proposal, quotation, statement of work or contract we sign with you (each an “Agreement”), to the services we provide.

If an Agreement conflicts with these Terms, the Agreement prevails. If you accept these Terms on behalf of a company, you confirm you are authorised to bind it.

02Using this website

This website is provided for general information about our business. You may browse it and share links to it. You must not:

• copy or reuse its design, text or graphics for commercial purposes without our permission;
• attempt to gain unauthorised access to it or the systems that host it; or
• use it in any way that breaks the law or interferes with other visitors.

Information on the website, including descriptions of services, timelines and figures, is a general overview and is not an offer. Only a signed Agreement creates a binding commitment. Mockups and illustrations shown on the website are for demonstration purposes.

03Project engagements

Each project starts with an Agreement that sets out the scope, deliverables, timeline, fees and milestones. Work outside that scope is a change request: we will estimate it and only start once you approve it in writing (email is enough).

Timelines are estimates made in good faith and depend on you providing feedback, content, approvals and access on time. If a delay is caused by missing input, or by events beyond our reasonable control, the timeline is extended accordingly.

We may use carefully selected subcontractors for parts of a project. We remain responsible for their work and bind them to confidentiality obligations no less protective than ours.

04Quotes, fees & payment

• Quotes are valid for 30 days unless stated otherwise.
• Fees, currency, payment schedule and any deposit are set out in the Agreement. Unless agreed otherwise, invoices are due within 14 days of the invoice date.
• Fees exclude taxes. Applicable taxes are added where required by law, and each party bears its own bank and transfer charges.
• Third-party costs — such as hosting, domains, paid software licences, app store fees or paid APIs — are paid by you or passed through at cost, unless included in the Agreement.
• If an invoice is overdue, we may pause work after giving you written notice until it is paid.

05Your responsibilities

To help us deliver, you agree to:

• provide accurate information, timely feedback and a contact person who can make decisions;
• make sure you have the rights to any content, data, trademarks or materials you give us, and that our use of them for the project does not infringe anyone else’s rights;
• comply with laws that apply to your business and your product, including privacy, consumer and e-commerce laws; and
• keep your own accounts, passwords and backups secure once systems are handed over.

06Intellectual property

What you own

When you have paid all fees due under the Agreement, ownership of the custom code, designs and other deliverables we create specifically for you transfers to you. Until then, you have a licence to use the deliverables for evaluation and the purpose of the project.

What we keep

We keep ownership of our pre-existing tools, libraries, templates and know-how, and of general-purpose components we develop that are not specific to your business. Where these are included in your deliverables, you receive a non-exclusive, perpetual, royalty-free licence to use and modify them as part of your product.

Open-source and third-party components

Deliverables may include open-source software or third-party services, which are provided under their own licences. We choose components whose licences are compatible with your intended use and will tell you about any that carry significant obligations.

Portfolio

Unless you ask us not to, we may mention your company name and show non-confidential parts of the work in our portfolio. We will never publish confidential information.

07Confidentiality

Each party will keep the other’s non-public business, technical and financial information confidential, use it only for the project, and share it only with people who need it and are bound by similar obligations. This does not apply to information that is public, already known to the receiving party, independently developed, or that must be disclosed by law. These obligations continue for 3 years after the project ends, and for as long as the information remains a trade secret.

Where we process personal data on your behalf, we do so only on your documented instructions and in line with our Privacy Policy and any data processing terms in the Agreement.

08Acceptance & warranty

When a milestone is delivered, you have the review period stated in the Agreement — or 10 business days if none is stated — to test it and report any defects in writing. Deliverables are treated as accepted if you do not report a defect within that period or if you use them in production.

We fix, at no extra cost, defects reported within 30 days after acceptance where the deliverable does not work as described in the Agreement. This warranty does not cover problems caused by changes made by others, third-party services, hosting environments we do not manage, or use outside the agreed specification.

Except as stated in these Terms or the Agreement, and to the extent permitted by law, the website and services are provided without other warranties, express or implied. We do not guarantee that software will be completely error-free or uninterrupted, or that it will achieve particular business results.

09Limitation of liability

To the extent permitted by law:

• neither party is liable for indirect or consequential losses, or for loss of profit, revenue, data or goodwill; and
• our total liability arising from a project is limited to the fees you paid us under the relevant Agreement in the 12 months before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or for intentional wrongdoing.

10Termination

Either party may end an Agreement by written notice if the other party materially breaches it and does not fix the breach within 15 days of being notified. Either party may also end it for convenience in the way, and with the notice, set out in the Agreement.

On termination, you pay for work performed and approved costs incurred up to the termination date, and we hand over the work completed so far once those amounts are paid. Sections on intellectual property, confidentiality, limitation of liability and governing law continue to apply.

11Governing law & disputes

These Terms and any Agreement are governed by the laws of the Socialist Republic of Vietnam, unless the Agreement states otherwise. We will first try to resolve any dispute amicably through good-faith negotiation. If it cannot be resolved within 30 days, either party may bring it before the competent court of Vietnam.

This does not remove any rights you have under mandatory consumer protection law in the country where you live.

12General

• Changes. We may update these Terms from time to time. Changes apply from the “Last updated” date and do not affect Agreements already signed, unless both parties agree.
• Force majeure. Neither party is responsible for delays caused by events beyond its reasonable control, such as natural disasters, epidemics, power or network outages, or acts of government.
• Independent parties. We act as an independent contractor. Nothing in these Terms creates a partnership, employment or agency relationship.
• Assignment. Neither party may transfer an Agreement without the other’s written consent, except as part of a reorganisation or sale of its business.
• Severability. If any part of these Terms is found unenforceable, the rest remains in effect.
• Language. These Terms are written in English. If an Agreement is signed in both English and Vietnamese, the Agreement states which version prevails.

13Contact

Questions about these Terms? Get in touch: