Terms of Service

1. Acceptance of Terms

By engaging IYANDA TECHNOLOGIES LIMITED ("Company," "we," "us") for services, accessing our website, or using any of our software or deliverables, you ("Client," "you") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an entity, you represent that you have the authority to bind that entity.

2. Services and Engagement

Specific services, including software development, IT implementation, consulting, and project execution ("Services"), will be detailed in a separately executed Statement of Work ("SOW"), Project Proposal, or Master Services Agreement ("MSA"). These Terms govern all such engagements unless explicitly superseded by a signed SOW/MSA.

3. Client Responsibilities

Client agrees to:
a. Provide timely, accurate, and complete information and materials necessary for us to perform the Services.
b. Designate a point of contact with authority to provide feedback and decisions.
c. Obtain all necessary licenses for any third-party software, data, or content provided to us for the project.
d. Adhere to agreed-upon payment schedules.

4. Fees and Payment

Fees will be as specified in the relevant SOW/MSA (e.g., fixed project fee, monthly retainer, time-and-materials). Unless otherwise stated:
a. Invoices are due within 30 days of receipt.
b. Late payments may incur interest at the rate of 1.5% per month.
c. Client is responsible for all applicable taxes.
d. We may suspend Services for unpaid invoices after providing written notice.

5. Intellectual Property (CRITICAL SECTION)

Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property ("Background IP").

Deliverables & Work Product: Upon full payment of all fees, Client will receive a license or assignment to the specific deliverables created for them, as detailed in the SOW/MSA. A typical model for custom development is: "Company assigns to Client all rights, title, and interest in the custom-developed software code created specifically for the Client under this SOW (the "Work Product"), subject to Company's retention of rights to its Background IP (e.g., proprietary frameworks, tools, libraries) used therein. Company grants Client a perpetual, royalty-free license to use such Background IP as incorporated in the Work Product."

Company Tools & Methods: We retain all rights to our methodologies, know-how, templates, and generic code.

6. Confidentiality

Both parties agree to hold each other's confidential information in strict confidence and not to use or disclose it except as necessary to perform under these Terms.

7. Data Protection

Where Company processes any Personal Data (as defined by applicable law) on Client's behalf, the parties shall enter into a Data Processing Agreement (DPA) incorporating standard contractual clauses as required.

8. Warranties and Disclaimers

We warrant that Services will be performed in a professional and workmanlike manner. EXCEPT FOR THIS WARRANTY, SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not guarantee that software will be error-free or operate uninterrupted.

9. Limitation of Liability

OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA.

10. Term and Termination

Either party may terminate an SOW for material breach by the other party upon 30 days' written notice, if uncured.
Upon termination, Client shall pay for all Services rendered and expenses incurred up to the termination date.
Sections on Intellectual Property, Confidentiality, Limitation of Liability, Warranty Disclaimers, and Indemnification shall survive termination.

11. Indemnification

Client agrees to indemnify and hold us harmless from any claims arising from: (a) Client's use of the Services in violation of law; (b) materials or data provided by Client; (c) Client's breach of these Terms.

12. General Provisions

Governing Law & Jurisdiction: These Terms shall be governed by the laws of the Federal Republic of Nigeria and any disputes shall be subject to the exclusive jurisdiction of the courts located in Lagos State.

Independent Contractor: Company is an independent contractor, not an employee or partner of Client.

Entire Agreement: These Terms, together with any signed SOW/MSA, constitute the entire agreement.

Modifications: We may update these Terms; continued use of Services constitutes acceptance.

Force Majeure: We are not liable for delays caused by events beyond our reasonable control.

13. Contact Information

For questions about these Terms, please contact:
IYANDA TECHNOLOGIES LIMITED
Email: israeliyanda85@gmail.com