1. About Us

Dafe Software is a software engineering and digital product company incorporated in the Federal Republic of Nigeria (RC165234), with its principal place of business at Golf Estate, 43 Ikalile Road, Trans Amadi, Port Harcourt, Rivers State, Nigeria. We design and build web, mobile, desktop, game and enterprise software, and we provide product design and business consultancy services to clients across a range of industries.

2. Definitions

• "Services" means any software development, design, consultancy, maintenance or related services we agree to provide to you.
• "Deliverables" means the work product, code, designs, documents and other materials we create for you under an engagement.
• "Engagement" means a specific project, statement of work, proposal or agreement under which we provide Services to you.
• "Fees" means the charges payable for the Services as set out in the relevant Engagement.

3. Acceptance and Eligibility

By using the Website or engaging our Services, you represent that you are at least 18 years old and have the legal authority to enter into these Terms, whether on your own behalf or on behalf of an organisation. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" include that entity.

4. Our Services

The specific scope, deliverables, timelines and fees for any project will be set out in a separate proposal, statement of work or written agreement agreed between you and us. In the event of a conflict between these Terms and the terms of a signed Engagement, the terms of the signed Engagement will prevail with respect to that project. Any quotes, proposals or estimates we provide are valid for the period stated and are subject to change if the scope, requirements or assumptions change.

Information on the Website regarding our Services is provided for general guidance only and does not constitute an offer or a binding commitment. No contract for Services is formed until we have agreed the relevant Engagement in writing.

5. Client Responsibilities

To enable us to perform the Services effectively, you agree to:

• provide accurate, complete and timely information, content, materials, access and instructions reasonably required for the Engagement;
• respond to requests for approvals, feedback and decisions within a reasonable time;
• ensure that any materials you supply do not infringe the rights of any third party and that you have all necessary rights and licences in them;
• obtain and maintain any consents, licences and permissions required for us to perform the Services; and
• comply with all applicable laws in connection with your use of the Deliverables and Services.

Delays or failures caused by your not meeting these responsibilities may affect timelines and costs, for which we are not responsible.

6. Fees and Payment

• Fees are payable in the amounts and at the times set out in the relevant Engagement. Unless stated otherwise, we may require an initial deposit before work begins.
• Invoices are due within the period stated on the invoice. We reserve the right to suspend Services where payment is overdue.
• Fees are exclusive of applicable taxes, duties and levies, which are payable by you in addition.
• Where Services are provided on a time-and-materials basis, additional work outside the agreed scope ("change requests") may incur additional Fees agreed in advance.
• Unless otherwise agreed in writing, payments are non-refundable once the corresponding work has been performed.

7. Intellectual Property

7.1 Our intellectual property

The Website and all content, software, trademarks, logos, designs and materials made available by us, together with our pre-existing tools, frameworks, libraries, methodologies and know-how, are and remain our property or that of our licensors and are protected by intellectual property laws. Nothing in these Terms transfers ownership of our pre-existing intellectual property to you.

7.2 Deliverables

Subject to full payment of all applicable Fees and unless otherwise agreed in writing in the relevant Engagement, upon final payment we assign to you the intellectual property rights in the bespoke Deliverables created specifically for you. We retain ownership of any pre-existing materials, generic components and tools incorporated into the Deliverables, and we grant you a non-exclusive, perpetual licence to use such materials solely as part of the Deliverables.

7.3 Third-party and open-source materials

Deliverables may incorporate third-party or open-source software, which is licensed under its own terms. You agree to comply with any applicable third-party or open-source licence terms. We may, with your consent, reference completed work in our portfolio and marketing materials unless you have requested otherwise in writing.

8. Confidentiality

Each party may have access to confidential information of the other party in connection with an Engagement. Each party agrees to keep the other's confidential information secret, to use it only for the purposes of the Engagement, and not to disclose it to third parties except to its personnel and advisers who need to know it and who are bound by similar obligations. This obligation does not apply to information that is or becomes publicly available without breach, that is independently developed, or that must be disclosed by law.

9. Acceptable Use of the Website

When using the Website, you agree not to:

• use the Website for any unlawful, fraudulent or harmful purpose;
• attempt to gain unauthorised access to, interfere with, damage or disrupt the Website, its servers or networks;
• introduce viruses, malware or other malicious or harmful code;
• copy, reproduce, scrape, republish or exploit any part of the Website without our prior written consent; or
• infringe our intellectual property rights or those of any third party.

We reserve the right to suspend or restrict access to the Website to any user who breaches these Terms or whose conduct we consider harmful.

10. Third-Party Services and Software

Our Services and Deliverables may rely on or integrate with third-party platforms, hosting providers, APIs and software. We are not responsible for the availability, performance, security or terms of such third-party services, and your use of them is subject to the relevant third party's terms. We do not warrant that third-party services will be uninterrupted or error-free.

11. Warranties and Disclaimers

We warrant that the Services will be performed with reasonable skill and care and in a professional manner consistent with industry standards. Except as expressly stated in these Terms or a signed Engagement, and to the fullest extent permitted by law, the Website, Services and Deliverables are provided "as is" and "as available", and we disclaim all other warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Website or any software will be uninterrupted, timely, secure or error-free, or that all defects will be corrected. You are responsible for maintaining appropriate backups of your data.

12. Limitation of Liability

To the fullest extent permitted by applicable law:

• neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, data, business or goodwill, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages; and
• our total aggregate liability arising out of or in connection with an Engagement, whether in contract, tort (including negligence) or otherwise, will not exceed the total Fees paid by you to us for that Engagement in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

13. Indemnification

You agree to indemnify and hold harmless Dafe Software, its directors, employees and contractors from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Website, Services or Deliverables, or your infringement of any third-party rights or applicable law.

14. Term and Termination

These Terms apply for as long as you use the Website or our Services. Either party may terminate an Engagement in accordance with the terms set out in it. Without limiting other rights, either party may terminate an Engagement on written notice if the other party materially breaches these Terms and fails to remedy the breach within a reasonable period after notice. We may suspend or terminate your access to the Website at any time where you breach these Terms.

On termination, you will pay for all Services performed and expenses incurred up to the date of termination. Provisions which by their nature should survive termination, including those relating to intellectual property, confidentiality, payment, warranties, liability, indemnity and governing law, will continue to apply.

15. Data Protection

Our collection and use of personal data is governed by our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf as part of an Engagement, the parties will, where required, enter into a separate data processing agreement that sets out each party's obligations under applicable data protection law, including the Nigeria Data Protection Act 2023 and, where relevant, the GDPR.

16. Force Majeure

We will not be liable for any delay or failure to perform our obligations where the delay or failure results from events beyond our reasonable control, including acts of God, natural disasters, power or internet outages, failures of third-party providers, government action, civil unrest, epidemics or pandemics. We will take reasonable steps to mitigate the effects of any such event.

17. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties agree to first attempt to resolve any dispute amicably through good-faith negotiation. Where a dispute cannot be resolved within thirty (30) days, it will be subject to the exclusive jurisdiction of the competent courts of Rivers State, Nigeria, without prejudice to any right the parties may agree to refer the dispute to arbitration in accordance with the Arbitration and Mediation Act of Nigeria.

18. Changes to These Terms

We may amend these Terms from time to time. The most current version will always be posted on this page with the "Last updated" date. Your continued use of the Website or our Services after any changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Website and our Services.

19. General

• Entire agreement: these Terms, together with any signed Engagement and our Privacy Policy, constitute the entire agreement between you and us regarding their subject matter.
• Severability: if any provision is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: a failure or delay in exercising any right will not constitute a waiver of that right.
• Assignment: you may not assign or transfer your rights or obligations without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a business transfer.
• No partnership: nothing in these Terms creates a partnership, joint venture or employment relationship between the parties.

20. Contact Us

If you have any questions about these Terms, please contact us:

• Dafe Software (RC165234)
• Golf Estate, 43 Ikalile Road, Trans Amadi, Port Harcourt, Rivers State, Nigeria
• Email: contact@dafesoftware.com
• Telephone: +234 901 129 5748