Betrayed under contract

I am a boutique business owner. I was so excited when I finally signed a deal with a tech company. They promised to build a mobile app for my boutique, something that would help me reach out to more customers and better manage my inventory. I did not have a lawyer at the time. The contract was thick, full of legal language, and honestly, I just trusted them since they were the experts. One clause stood out and stated ‘the client shall bear responsibility for any delays, including delays caused by third-party integrations, unforeseen technical issues, or miscommunication.’ I did not think much of it and assumed it meant that if I failed to provide what they needed, I would be responsible. Soon, everything went sideways. Their servers crashed. The payment gateway integration failed twice. I gave them everything they asked for, on time and still, the app was delivered nearly ten weeks late. I lost customers. I lost money. When I asked for compensation, they pointed to that clause and blamed me instead. I felt betrayed. How could they blame me for their own technical failures? Can this be legally justified?
EM, Dar es Salaam

We consulted a tech expert before responding to your question. He explained that technical issues typically include failures stemming from the company’s infrastructure or internal communication processes. In that case, it is highly unlikely that you caused the delay unless you hacked their systems. The expert pointed out that the contract should have clarified to the customer how their actions could contribute to delays related to technical problems. Legally, this situation illustrates why the law applies the contra preferentem rule when interpreting contracts. The clause you highlighted is inherently vague because it does not specify which party is responsible for different types of delays. It groups together ‘third-party integrations,’ ‘technical issues,’ and ‘miscommunication’ without assigning fault or defining the scope of actions that the other party must avoid lest they find themselves at fault. Since the contract was drafted by the tech company, any ambiguity will be interpreted against them. As a principle, the contra preferentem rule prevents the party that drafted the contract from benefiting from unclear language that could disadvantage the other party. Overall, the law seeks to safeguard parties from unfair, vague contractual language. Seek advice from your lawyer for further guidance, and in future, never sign a contract without your lawyer reviewing it.