01. Introduction and Acceptance
By accessing and using the website, services, and software provided by Ascenvatra ("The Company," "We," "Us"), you agree to be bound by these Terms and Conditions ("T&Cs"). These T&Cs govern all service agreements, quotes, and project engagements. If you disagree with any part of the terms, you must not use our services.
02. Definitions of Services
Services: Includes, but is not limited to, Web Development, Mobile App Development, Software Development, QA & Testing, AI Solutions, IT Consultancy, Automations, and ongoing WEB & Mobile Management.
Client/Customer: The individual or entity engaging The Company for Services.
Project: The specific scope of work agreed upon and outlined in a separate Service Agreement or Proposal.
Deliverables: Any tangible or intangible items resulting from the Project (e.g., code, designs, documentation).
03. Pricing, Payments, and Billing
Service Agreement: All fees, payment schedules, and project milestones will be detailed in the written Service Agreement provided to the Client.
Upfront Deposit: A non-refundable [Percentage, e.g., 70%] deposit of the total Project cost is required to commence any work.
Billing for Managed Services: Recurring services (like WEB & Mobile Management or ongoing support) are billed [Monthly/Quarterly] in advance and are subject to [Number] days net payment terms.
Late Payments: The Company reserves the right to suspend work, withhold final Deliverables, or apply a late fee of [Percentage, e.g., 5%] per [Week/Month] for overdue invoices.
04. Intellectual Property (IP) and Ownership
Client IP: The Client retains all intellectual property rights to any content or materials provided to The Company for the Project.
Development IP (Core Code): Upon full and final payment of all invoices related to the Project, the Client shall be granted a [Worldwide, Perpetual, Non-exclusive] license to use the final Deliverables.
Ownership: [Choose one]: * Option A (Standard): Full IP ownership of the final, compiled code of the Deliverables is transferred to the Client upon full payment. * Option B (Framework/Tools): The Company retains ownership of any pre-existing code, tools, internal frameworks, or reusable components used in the development process. The Client is granted a perpetual license to use these components only within the context of the final Deliverable.
Portfolio Use: The Client grants The Company permission to display the completed Project and Client name in its portfolio and marketing materials.
05. Scope Management and Changes
Scope Definition: The scope of the Project is strictly limited to what is defined in the initial Service Agreement.
Change Requests: Any request for work outside the defined scope must be submitted in writing. The Company will provide a revised quote and timeline, and work on the Change Request will only proceed upon written acceptance and payment of any associated additional deposit.
06. Warranty and Limitation of Liability
Warranty: The Company warrants that the Deliverables will function substantially in accordance with the specifications for a period of [Number] days following final launch. The warranty covers bug fixes related to the original scope and not issues caused by third-party code, client modifications, or server issues.
Limitation of Liability: In no event shall The Company be liable for any indirect, incidental, special, or consequential damages (including, without limitation, loss of profits, data, or business interruption) arising from the use or inability to use the Services. The total liability of The Company to the Client shall not exceed the total fees paid by the Client to The Company for the specific Project in question.
07. Termination
Termination by Client: The Client may terminate the Service Agreement at any time by providing [Number] days' written notice. In such cases, the Client agrees to immediately pay The Company for all work completed up to the termination date, plus any remaining costs for third-party resources. The initial deposit remains non-refundable.
Termination by Company: The Company may terminate the agreement immediately if the Client breaches any term, including non-payment of invoices.
08. Governing Law
These T&Cs shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.
09. Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to these T&Cs, or the breach, termination, or invalidity thereof, shall be resolved through mediation in Akure, Ondo State, Nigeria, failing which the parties shall submit to the exclusive jurisdiction of the Courts situated in Akure, Ondo State, Nigeria.