Terms of service

01About these terms

These terms are an agreement between you and Nexcified Limited ("Nexcified", "we", "us"), a company based in Abuja, Nigeria.

They apply to:

• our public website nexcified.co (the "website");
• Nexcified Client (client.nexcified.co), where clients follow projects, manage hosting, pay invoices and contact support (the "client portal");
• Nexcified Pay (pay.nexcified.co), where invoices and proposals are viewed and paid;
• the services we provide, such as design, development, hosting, maintenance, monitoring, consulting and support.

If you use our services on behalf of a company or organisation, you confirm that you have authority to accept these terms for it, and "you" includes that organisation.

Some services have their own written agreement, statement of work or accepted proposal (an "order"). If an order conflicts with these terms, the order applies for that service.

02Using our website

You may use the website to learn about our services and to contact us. You agree not to:

• break any law, or infringe anyone's rights, when using it;
• attempt to gain unauthorised access to our systems, probe or scan them for vulnerabilities without our written permission, or interfere with their operation;
• send spam, malware or automated requests that place an unreasonable load on our systems, or scrape content in bulk;
• copy or reuse our content, branding or designs except as the law allows.

We try to keep information on the website accurate and up to date, but it is provided for general information and may change. It is not an offer that can be accepted; prices and scope are confirmed in a proposal or order.

03Client accounts

To use the client portal you need an account. You sign in with a one-time code sent to your email address; you can also turn on two-step verification, which we strongly recommend.

• Keep access to your email account secure: anyone who can read it can request sign-in codes.
• The account owner controls who in your organisation has access and what role they have (for example owner, billing, technical or viewer). You are responsible for activity carried out by users you add.
• Tell us straight away at support@nexcified.co if you think your account has been misused.
• For security, sessions end after a period of inactivity and we may ask you to sign in again.

04Proposals and orders

When you ask for work, we usually send a proposal describing the scope, timeline, price and payment terms. A proposal is valid until the date shown on it.

You accept a proposal by accepting it online in Nexcified Pay (typing your name counts as your electronic signature), signing an agreement, or confirming in writing. Accepting creates a binding order. We record the name, date, time and IP address of the person who accepted.

Work outside the agreed scope is quoted separately and only starts once you approve it.

05Fees and payment

• Fees are as stated in the proposal, order, price list or invoice, in the currency shown. Prices exclude value added tax (VAT) unless stated; VAT is added at the applicable rate (currently 7.5% in Nigeria).
• Invoices are due by the date shown on them. Unless an order says otherwise, project work may require a deposit before it starts.
• You can pay by card, bank transfer or USSD through our payment partners, by bank transfer to our account, or with account credit.
• Recurring services (such as hosting, maintenance and support plans) renew automatically at the end of each billing period at the then-current price until cancelled. If you save a card, you authorise us to charge renewals to it. We give at least 30 days' notice of any price increase.
• If a payment fails, we will tell you and retry. If an invoice remains unpaid after the grace period stated in our reminders (normally 7 days after the due date), we may pause or suspend the related service until it is paid. Hosting is restored automatically when the overdue invoice is paid.
• Refunds are handled under our refund policy. Charges made in error are refunded in full.
• You are responsible for any bank or transfer charges your bank applies.

06Hosting and managed services

If we host or manage a website, application or email for you:

• We aim for high availability and monitor services around the clock, but we cannot guarantee uninterrupted service. Any specific uptime target or response time is set out in your plan or order.
• We take regular backups and keep them for a limited period. You should keep your own copies of content that matters to you.
• Each plan has resource limits (such as storage, bandwidth, email accounts and databases). If you consistently exceed them we will discuss an upgrade with you.
• You must not use our hosting for illegal content, spam, phishing, malware, copyright infringement, cryptocurrency mining, or anything that harms our network or other customers. We may suspend a service that does, and we will tell you why.
• When a hosting service ends we keep your data for up to 30 days so you can retrieve it, then delete it. On request we provide a full backup to help you move to another provider.

07Your responsibilities

To help us deliver on time, you agree to:

• give us accurate information, content, feedback and approvals when we need them, and access to systems we need to work on;
• make sure you own, or have permission to use, everything you give us (text, images, logos, data, software), and that our use of it as agreed won't infringe anyone's rights;
• comply with the laws that apply to your business, website and customers, including data protection and consumer law;
• review and approve deliverables within a reasonable time. Where an order sets an approval period and you don't respond, the deliverable may be treated as approved.

If delays on your side affect the timeline, we will agree new dates with you.

08Intellectual property

• Your materials: you keep ownership of everything you give us. You grant us a licence to use it only to provide the services.
• Deliverables: once you have paid all fees due for a project, you own the final designs, content we create specifically for you and custom code written for the project, unless the order says otherwise.
• Our tools and know-how: we keep ownership of our pre-existing tools, frameworks, libraries, templates and know-how, and of anything we develop for general use. Where they form part of a deliverable, we grant you a permanent, non-exclusive licence to use them as part of that deliverable.
• Third-party and open-source components: these are licensed under their own terms, which we will tell you about where relevant.
• Portfolio: we may mention you as a client and show completed public work in our portfolio, unless you ask us not to in writing.

Our name, logos and website content belong to Nexcified and may not be used without permission.

09Third-party services

Our services may rely on or connect to third-party services, such as payment providers, domain registrars, cloud providers, AI models, app stores, analytics and email delivery. Your use of them may be subject to their terms. We are not responsible for their availability or actions, though we will help you resolve issues where we can.

10Confidentiality

Each of us will keep the other's confidential information secret, use it only for our working relationship and share it only with people who need it and are bound by similar duties. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law.

These obligations continue for three years after our relationship ends, and indefinitely for passwords, credentials and personal data.

11Data protection

We handle personal data as described in our privacy policy.

Where we process personal data on your behalf as part of a service (for example your customers' data on a website we host), we act as your processor, follow your documented instructions and protect the data as required by the Nigeria Data Protection Act 2023 and, where relevant, the GDPR. We will sign a data processing agreement on request.

12Warranties and disclaimers

We will provide our services with reasonable skill and care, using suitably experienced people, in line with good industry practice.

Unless an order says otherwise, for 30 days after delivery we will fix, at no extra charge, any defect where a deliverable does not work as agreed. This does not cover problems caused by changes made by others, misuse, new requirements, or third-party services.

Except as set out in these terms or an order, our websites and services are provided "as is", and we do not make any other promises, for example that they will be error-free or meet requirements we have not agreed in writing, to the extent the law allows.

13Limitation of liability

Nothing in these terms limits liability that cannot be limited by law, such as liability for death or personal injury caused by negligence, or for fraud.

Subject to that:

• neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or data (other than our obligation to restore data from available backups where we host it);
• each party's total liability arising from or in connection with an order is limited to the fees paid or payable under that order in the 12 months before the event giving rise to the claim.

14Indemnity

You agree to compensate us for reasonable losses and costs arising from a third-party claim that materials you provided, or your use of the services in breach of these terms or the law, infringe that third party's rights.

15Suspension and termination

• You can cancel a recurring service at any time in Nexcified Client or by contacting us. It runs until the end of the period you have paid for.
• Either of us may end an order with written notice as set out in that order, or, if none is set out, with 14 days' notice. You pay for work done and services provided up to the end date, and we hand over completed work you have paid for.
• Either of us may end an order immediately if the other materially breaches it and doesn't fix the breach within 14 days of being asked, or becomes insolvent.
• We may suspend access to a service without notice if needed to prevent harm to our systems, other customers or the public, or if required by law. We will tell you as soon as we reasonably can.

Sections that by their nature should continue (such as payment, intellectual property, confidentiality and liability) survive the end of our relationship.

16Events outside our control

Neither of us is responsible for delays or failures caused by events beyond reasonable control, such as power or network outages, failures of third-party providers, natural disasters, epidemics, war, civil unrest or government action. The affected party will tell the other promptly and do what it reasonably can to reduce the impact.

17Changes to these terms

We may update these terms from time to time. The new version will be posted here with a new "last updated" date. For changes that materially affect existing clients, we will give at least 30 days' notice by email or in Nexcified Client. Changes don't apply to orders already accepted unless you agree.

18General

• These terms, together with any orders and the policies they refer to, are the whole agreement between us about their subject.
• You may not transfer your rights under these terms without our written consent. We may transfer ours to a company that takes over our business, with notice to you.
• If any part of these terms is found unenforceable, the rest remains in effect.
• Not enforcing a right straight away does not mean we have given it up.
• Notices may be sent by email: to us at info@nexcified.co, and to you at the email address on your account.

19Governing law and disputes

These terms are governed by the laws of the Federal Republic of Nigeria.

If a dispute arises, we will first try to resolve it through good-faith discussion between senior representatives for 30 days. If that doesn't resolve it, either of us may refer it to mediation, and if mediation fails, to the courts of competent jurisdiction in Nigeria. This does not prevent either of us from seeking urgent relief from a court.

If you are a consumer, you may also have rights under the laws of the country where you live that these terms do not override.

20Contact us

• General enquiries: info@nexcified.co
• Support: support@nexcified.co
• Billing: billing@nexcified.co
• Post: Nexcified Limited, Abuja, Nigeria