Terms of Service

These Terms of Service ("Terms") govern your access to and use of Devchi Digital Ltd's websites, software, mobile applications, application programming interfaces (APIs), and professional services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms.

1. Who we are

Devchi Digital Ltd ("Devchi", "we", "us", or "our") is a digital agency and software company based in Lagos, Nigeria. We design and build websites, mobile apps, APIs, and provide related consulting, hosting, maintenance, SEO, and integration services.

2. Acceptance of terms

By using the Services, clicking to accept these Terms, or signing a statement of work ("SOW") or other order form that references these Terms, you agree to them. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to the organization.

3. Scope of services

Project-specific deliverables, milestones, assumptions, and responsibilities will be described in an SOW or proposal. In the absence of an SOW, our Services include discovery, design, development, testing, deployment, and optional support/maintenance as agreed in writing.

4. Client responsibilities

• Provide timely feedback, approvals, content, and access to systems required to deliver the Services.
• Ensure all content, materials, and data provided do not infringe third-party rights and comply with applicable laws.
• Appoint a single knowledgeable point of contact for decisions and queries.

5. Fees, billing, and taxes

• Pricing and payment schedules are defined in the applicable SOW or order. Unless stated otherwise, invoices are due within 14 days.
• Late payments may accrue interest at 1.5% per month (or the maximum permitted by law, if lower). We may suspend work for overdue accounts.
• Fees are exclusive of taxes, duties, and bank/transfer charges, which you are responsible to pay.

6. Intellectual property

• Pre-existing IP: Each party retains ownership of intellectual property it owned before the engagement and any general know‑how, tools, and libraries developed independently of your project.
• Deliverables: Upon full payment, you receive ownership of the project-specific deliverables identified in the SOW (excluding third‑party components and our pre-existing IP) and a worldwide, perpetual license to our incorporated pre-existing materials to the extent necessary to use the deliverables.
• Portfolio: You grant us a limited right to reference your name, logo, non-confidential project descriptions, and publicly accessible screenshots in our portfolio and marketing, unless otherwise agreed in writing.

7. Third‑party and open‑source components

The Services may incorporate third‑party services (e.g., hosting, analytics, payment gateways) and open‑source software. Your use of such components is subject to their respective licenses and terms. We are not responsible for changes, outages, or security incidents attributable to third‑party providers.

8. Confidentiality

Each party agrees to protect the other party's non-public information disclosed in connection with the Services and to use it only for performing obligations under these Terms. This section does not restrict disclosures required by law or court order.

9. Data protection

You are responsible for providing any required notices and obtaining consents from your end users. Where we act as a processor on your behalf, we will process personal data only per your documented instructions and apply reasonable technical and organizational measures to protect it. Additional data processing terms may be included in an SOW or separate agreement.

10. Acceptable use

You will not use the Services to engage in unlawful activities, infringe intellectual property, distribute malware, attempt to gain unauthorized access to systems, or otherwise interfere with network integrity. We may suspend or terminate access for violations.

11. Warranties and disclaimers

• We warrant that we will perform the Services with reasonable skill and care consistent with industry standards.
• EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‑INFRINGEMENT.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility. Each party's total liability arising from or relating to these Terms is limited to the amounts paid or payable for the Services giving rise to the claim in the twelve (12) months preceding the event.

13. Indemnification

You agree to defend, indemnify, and hold harmless Devchi and its officers, directors, employees, and agents from and against claims and losses arising from your content, your use of the Services in violation of these Terms, or your breach of applicable law.

14. Term, suspension, and termination

• These Terms apply from the earlier of your first use of the Services or execution of an SOW and continue until terminated as permitted here.
• Either party may terminate for material breach if not cured within 14 days after written notice. We may also suspend access for non‑payment or legal compliance.
• Upon termination, you will pay for Services performed up to the effective date and cease using any access we provided.

15. Changes and out‑of‑scope work

Requests that alter scope, schedule, or effort may require a written change order and may impact timelines and fees. We will not proceed with out‑of‑scope work without written approval.

16. Non‑solicitation

During an engagement and for 12 months thereafter, neither party will solicit for employment any employee or contractor of the other party who was materially involved in the Services, except through general public recruitment.

17. Subcontracting

We may engage qualified subcontractors to assist with the Services. We remain responsible for their performance and compliance with these Terms.

18. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law principles. The courts of Lagos, Nigeria will have exclusive jurisdiction over disputes arising out of or relating to these Terms, subject to any agreed alternative dispute resolution mechanisms in an SOW.

19. Updates to these Terms

We may update these Terms from time to time. Material changes will be indicated by updating the "Last updated" date above. Continued use of the Services after a change constitutes acceptance of the updated Terms.

20. Contact

Questions about these Terms can be sent tosupport@devchi.me.