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Terms & Conditions

Last updated: 28 October 2026

1. INTERPRETATION AND DEFINITIONS

“Company” refers to Morningstar AI (Pvt) Ltd, registered under the Companies and Other Business Entities Act [Chapter 24:31].

“Client” or “User” refers to any individual, corporate entity, or organization accessing our website, purchasing services, or utilizing proprietary software platforms developed by the Company.

“Services” encompasses custom enterprise software development, artificial intelligence workflow automation, SaaS applications (including ShaZaam!, SIMBAcore, and dual-currency ERP software), corporate AI masterclasses, prompt engineering training, and domain/cloud management services.

“Deliverables” refers to custom code, applications, workflow architectures, or strategic documentation generated during a paid client engagement.

2. REGULATORY COMPLIANCE FRAMEWORK

These Terms are governed by and construed in accordance with the laws of Zimbabwe, strictly adhering to:

  • Cyber and Data Protection Act [Chapter 12:07] regarding user data processing, privacy, and cybersecurity standards.
  • Consumer Protection Act [Chapter 14:14] governing service delivery standards, unfair contract terms, and client consumer rights.
  • Exchange Control Act [Chapter 22:05] and associated Reserve Bank of Zimbabwe (RBZ) regulations governing multi-currency transactions and statutory billing rules.

3. SCOPE OF SERVICES & PROJECT EXECUTION

  • Service Level Agreements (SLAs): All custom software development and AI automation projects require a mutually signed Statement of Work (SOW). Scope creep outside the agreed SOW will be billed separately at standard hourly rates.
  • Training & Masterclasses: Registration fees for corporate AI masterclasses and training workshops are mandatory prior to the session. Morningstar AI reserves the right to alter training dates with a minimum of three (3) business days’ prior written notice.

4. DUAL-CURRENCY PAYMENT TERMS & FINANCIAL PROVISIONS

  • Billing Currency: Pursuant to current Zimbabwean monetary frameworks, fees are quoted and payable in United States Dollars (USD) or local official currency (Zimbabwe Gold – ZiG) at the prevailing interbank exchange rate on the date of invoicing.
  • Payment Milestones: Custom development projects operate on a staged billing structure (typically 50% deposit before commencement, 30% upon beta testing, and 20% upon deployment), unless otherwise agreed in writing.
  • Default & Interest: Late payments incur interest at a rate of 2% per month or the maximum rate permissible by law, whichever is lower, calculated daily from the due date until full payment is received.
  • Hosting & Domain Fees: Web hosting, cloud server maintenance (e.g., Supabase, Netlify, Hostinger provisioning), and third-party API costs billed through the Company must be settled on time to prevent service suspension.

5. INTELLECTUAL PROPERTY RIGHTS

  • Proprietary SaaS & Platforms: Morningstar AI retains exclusive ownership, title, and copyright over all core proprietary platforms, source code templates, base AI architectures, and modules (including ShaZaam! and SIMBAcore). Grant of license is non-exclusive, non-transferable, and contingent on full compliance with payment terms.
  • Custom Client Deliverables: Upon full payment of all contractual fees, the Client receives a perpetual, non-exclusive license (or full copyright assignment if explicitly specified in the SOW) to use the custom software built specifically for their internal operations.
  • Training Materials: All curriculum materials, slide decks, and prompt engineering frameworks provided during Masterclasses remain the intellectual property of Morningstar AI. Unlawful distribution, reselling, or public duplication is strictly prohibited.

6. DATA PRIVACY, PROTECTION, AND AI ETHICS

Data Controller vs. Processor: In accordance with the Cyber and Data Protection Act [Chapter 12:07], the Client acts as the Data Controller for student, customer, or employee data uploaded to Morningstar platforms. Morningstar AI acts as a Data Processor.

  • AI Model Inputs: The Company does not use private client business data, enterprise credentials, or proprietary files to train open public AI models without explicit, written consent from the Client.
  • Data Security: Morningstar AI implements reasonable administrative, technical, and physical safeguards to prevent data breaches, but makes no absolute warranty against deliberate, unauthorized third-party intrusion.

7. WARRANTIES AND LIMITATION OF LIABILITY

  • Service Warranty: Custom software deliverables carry a thirty (30) day defect remediation warranty post-deployment for bugs arising strictly from the original scope of work.
  • Third-Party AI Dependencies: Morningstar AI utilizes third-party Large Language Model (LLM) APIs and infrastructure (e.g., OpenAI, Google, Anthropic). The Company is not liable for service outages, model hallucinations, API rate limits, or policy shifts enforced by these underlying providers.
  • Cap on Liability: To the maximum extent permitted by the Consumer Protection Act [Chapter 14:14], Morningstar AI’s total liability for any claims arising under these terms shall not exceed the total amount paid by the Client to the Company for the specific Service in dispute during the preceding three (3) months.
  • Consequential Loss: Morningstar AI is not liable for indirect, incidental, special, or consequential damages, including loss of revenue, profit, business, or operational downtime.

8. TERMINATION AND SUSPENSION

  • Termination for Convenience: Either party may terminate a long-term service contract by giving thirty (30) days’ written notice to the other party.
  • Termination for Cause: Morningstar AI reserves the right to immediately suspend or terminate access to software applications or ongoing projects without prior notice if the Client breaches payment terms, violates intellectual property rights, or engages in unlawful cyber activity under Zimbabwean law.
  • Post-Termination Obligations: Upon termination, all outstanding unpaid invoices become immediately due and payable. Data retrieval options for hosted platforms will remain open for fourteen (14) calendar days prior to permanent deletion.

9. FORCE MAJEURE

Neither party shall be held liable for failure or delay in performing contractual obligations if such failure arises from acts of God, prolonged power cuts or grid failures, national internet blackouts, civil unrest, statutory changes, severe inflationary shocks, or other events beyond reasonable human control.

10. DISPUTE RESOLUTION AND JURISDICTION

  • Amicable Negotiation: Parties shall first attempt to resolve any dispute arising from these Terms through good-faith negotiation within fourteen (14) business days of written notification.
  • Arbitration: Failing negotiation, the dispute shall be referred to arbitration in Harare, Zimbabwe, in accordance with the Arbitration Act [Chapter 7:15]. The decision of the arbitrator shall be final and binding.
  • Jurisdiction: Litigated matters fall under the exclusive jurisdiction of the Magistrates’ Courts or the High Court of Zimbabwe in Harare.

11. GENERAL PROVISIONS

  • Severability: If any provision of these Terms is deemed invalid or unenforceable by a Zimbabwean court, that provision shall be modified to the minimum extent necessary, leaving the remainder fully enforceable.
  • Amendments: Morningstar AI reserves the right to update these Terms periodically. Clients will be notified of material changes via email or system notification thirty (30) days prior to implementation.
  • Entire Agreement: These Terms, together with any signed SOWs or SLAs, constitute the complete agreement between Morningstar AI and the Client, superseding all prior verbal or written understandings.