Terms and Conditions

1. Agreement to terms

These Terms apply to anyone who visits our website or engages us for Services, including individuals, businesses, and organizations. 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, in which case "you" refers to that entity.

2. Our services

The specific scope, deliverables, timeline, and price for any project will be set out in a separate proposal, quote, statement of work, or written agreement (a "Project Agreement") between you and us. Where there is a conflict between these Terms and a Project Agreement, the Project Agreement controls for that specific project.

We may update, add to, or discontinue features of our website or general service offerings at any time without notice. This does not affect Services already committed to under an active Project Agreement.

3. Quotes, proposals, and engagement

Quotes and proposals are estimates based on the information available to us at the time and are valid for 30 days from the date issued, unless otherwise stated. Pricing may change if the scope, requirements, or assumptions underlying a quote change.

Work begins once you have approved a proposal or Project Agreement in writing (including by email) and, where applicable, paid the agreed deposit. Any request to change the agreed scope after work has begun, such as adding features, pages, or revisions outside what was originally agreed, will be treated as a change request and may affect the price and timeline.

4. Payment terms

Unless otherwise stated in a Project Agreement, projects require an upfront deposit before work begins, with the remaining balance due according to the milestones or schedule set out in that agreement. Deposits are non-refundable once work has commenced, except where we fail to begin work within a reasonable time after payment.

Invoices are due upon receipt unless a different payment period is agreed in writing. Late payments may result in a pause of ongoing work, delayed delivery, or suspension of access to delivered work or hosting until payment is received. We accept payment by the methods listed in your invoice or Project Agreement.

All prices are exclusive of any applicable taxes, duties, or transaction fees unless stated otherwise. You are responsible for any such charges in addition to the agreed fees.

5. Revisions and change requests

Each Project Agreement will specify the number of revision rounds included in the agreed price. Reasonable revisions within the original scope are provided at no extra cost. Requests beyond the included revisions, or requests that go beyond the original scope, will be quoted separately and billed at our standard rates or as a fixed change-order fee.

6. Client responsibilities

To help us deliver your project on time, you agree to:

• Provide timely feedback, approvals, and any content, assets, or information we reasonably request
• Provide accurate information about your business, goals, and requirements
• Provide necessary access credentials (e.g., domain, hosting, third-party accounts) where needed for us to complete the work
• Ensure that any content, materials, or instructions you provide do not infringe the rights of any third party or violate any applicable law

Delays caused by late feedback, missing content, or unavailable access may extend the project timeline and, where significant, may incur additional fees.

7. Intellectual property rights

Upon receipt of full and final payment for a project, ownership of the final agreed deliverables (such as the completed website, application, or design files) transfers to you, except for:

• Pre-existing tools, frameworks, code libraries, components, or methodologies that we owned or licensed before the project and continue to use across other projects, which we retain ownership of and grant you a non-exclusive license to use as part of your deliverable
• Third-party assets such as stock photos, fonts, plugins, themes, or licensed software, which remain subject to the terms of their original license

Until full payment is received, all work product remains our property, and we reserve the right to withhold final files, source code, or credentials until outstanding invoices are settled.

We may display completed work, including screenshots, descriptions, and links, in our portfolio, case studies, and marketing materials, unless you request in writing that we keep a specific project confidential.

8. Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information shared during the course of a project, and to use it only for the purpose of completing the agreed Services. This obligation continues even after a project or these Terms come to an end, and does not apply to information that is or becomes publicly available through no fault of the receiving party.

9. Third-party tools and services

Our Services may rely on or integrate with third-party platforms, such as hosting providers, domain registrars, content management systems, payment gateways, plugins, or APIs. These third parties have their own terms, pricing, and availability, which are outside our control. We are not responsible for outages, price changes, policy changes, or discontinuation of any third-party service, although we will make reasonable efforts to inform you of any impact to your project and assist with reasonable alternatives.

10. Warranties and disclaimers

We will perform our Services with reasonable skill, care, and professionalism consistent with industry standards. Except as expressly stated in a Project Agreement, our Services and any deliverables are provided "as is" and "as available," without warranties of any kind, whether express or implied, including, to the extent permitted by law, warranties of merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee specific business outcomes, such as search engine rankings, traffic levels, sales, or conversions, as these depend on factors outside our control. We also do not guarantee that any website or software will be entirely free of bugs or interruptions, though we will work to address issues identified within any warranty or support period agreed in your Project Agreement.

11. Limitation of liability

To the maximum extent permitted by law, our total liability arising out of or relating to a project or these Terms will not exceed the total amount you paid us for the specific Service giving rise to the claim. We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if we have been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Services, the content or materials you provide to us, or your violation of any applicable law or third-party right.

13. Termination

Either party may terminate a project by giving written notice to the other. If you terminate a project that is already underway, you remain responsible for paying for all work completed up to the date of termination, and any deposit paid will be applied toward that work rather than refunded. We may suspend or terminate Services immediately if you fail to make payment when due, or if you breach these Terms in a way that is not corrected within a reasonable time after notice.

14. Force majeure

Neither party will be liable for any delay or failure to perform resulting from causes outside its reasonable control, including natural disasters, internet or power outages, government action, labor disputes, or other events of force majeure.

15. Governing law and dispute resolution

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict of law principles. In the event of a dispute, both parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved this way, it will be submitted to mediation or, failing that, to the exclusive jurisdiction of the courts of Edo State, Nigeria.

16. Changes to these terms

We may update these Terms from time to time to reflect changes in our practices or for legal reasons. The "Last updated" date at the top of this page will reflect the most recent revision. Continued use of our website or Services after changes are posted means you accept the updated Terms. We encourage you to review this page periodically.

17. How to contact us

If you have any questions about these Terms, please contact us at straykssoftware@gmail.com or by post at: