Terms & Conditions.

These Terms define the parties’ responsibilities, project scope, payment obligations, delivery and acceptance procedures, intellectual property rights, confidentiality obligations, remedies for breach, and liability allocation.

The Client agrees to these Terms by signing or electronically accepting an MSA, SOW, proposal, or other document that incorporates them. The person accepting represents that they have authority to bind the Client. Where mandatory consumer laws apply, non-waivable rights remain unaffected.

The Agreement may include these Terms, an MSA, SOW, accepted proposal, Change Order, Data Processing Agreement (DPA), and signed amendments. In a conflict, a later signed amendment addressing the issue prevails, followed by the SOW for project-specific matters it expressly varies, then the MSA, then these Terms.

Services may include web/mobile app development, custom software, fintech systems, API integration, UI/UX, database and backend engineering, blockchain/smart-contract work, testing, technical consulting, maintenance, and support. Listing a category does not include it in a project unless the SOW says so.

The SOW should identify objectives, features, specifications, deliverables, milestones, fees, timeline, acceptance criteria, dependencies, Client responsibilities, assumptions, and exclusions. Davo Solutions is not obligated to provide functionality outside the accepted scope.

Unless included in the SOW, excluded items include additional features, post-support-period maintenance, hosting/domain/subscription costs, third-party charges, regulatory licensing or certification, content entry, marketing, major redesigns after approval, and new functionality requested after sign-off. Additional work may require a Change Order and additional fees.

Unless expressly agreed, Davo Solutions does not guarantee revenue, profitability, user acquisition, investment, market share, or other commercial results. The Client remains responsible for its business strategy and use of the product.

Projects may be divided into milestone phases. An illustrative schedule is 40% for discovery/architecture, 40% for beta development, and 20% for final delivery/production release. The actual schedule must be stated in the SOW.

Timelines are estimates based on scope, resources, Client cooperation, and third-party dependencies. Dates may reasonably be adjusted for late payment, delayed Client feedback, scope changes, inaccurate/incomplete requirements, third-party disruptions, or events beyond the Company’s reasonable control.

The Client must provide information, content, access, and approvals within agreed timeframes. If the Client is unresponsive for 15 consecutive Business Days after written notice, Davo Solutions may suspend the project. Extended inactivity may be addressed under the termination section.

Davo Solutions may allocate and reassign personnel as reasonably necessary, including following payment default, prolonged suspension, project delay, or operational requirements.

Davo Solutions may require a deposit or retainer before commencing work. It is credited toward project fees unless the SOW states otherwise. The Company need not begin substantial work or allocate resources until the required initial payment is received.

Invoices are payable according to the SOW or invoice. Unless otherwise agreed, payment is due within seven calendar days of issuance. The Client must raise a genuine invoice dispute in writing within five Business Days, identifying the amount and reasons, and must pay undisputed amounts on time.

All engineering phases, sprints, and milestones depend on timely payment. If payment is not received in full by its due date, Davo Solutions may, after written notice and any applicable contractual or legal cure period, pause development, testing, deployment, staging services, build transfers, or affected services. Where permitted, it may reassign resources. It is not responsible for delays or losses to the extent directly caused by a lawful suspension resulting from payment default. Work resumes after full payment and a reasonable rescheduling period of up to five Business Days; additional resource or third-party delays will be communicated.

The schedule will be extended by the suspension period and reasonable reactivation time. Davo Solutions is not required to maintain the original delivery date. The Client remains liable for earned fees and approved expenses. Restart may require a revised schedule. Additional suspension-related costs may be charged only if contractually agreed or approved in writing.

Davo Solutions may issue reminders or a notice of default. Late interest or administrative fees must be stated in the SOW or otherwise agreed in writing and comply with applicable law. The Company may use lawful remedies for non-payment.

The Client is responsible for third-party charges allocated to it in the SOW, including hosting, API usage, domains, certificates, payment processor charges, subscriptions, gas fees, and vendor charges. Material expenses shall not be incurred on the Client’s behalf without the authorization required by the SOW.

Deliverables are assessed against the specifications and acceptance criteria in the SOW. A preference change or feature not in the agreed specifications is not, by itself, a defect.

Within the review period, the Client must give written, itemized notice identifying the deliverable, the material defect, how it fails the SOW, and reasonable evidence where available. Davo Solutions will review and use commercially reasonable efforts to correct verified in-scope non-conformities.

A milestone is accepted upon written approval, production/commercial use (other than agreed testing or pilot use), or failure to provide an itemized notice of material non-conformity within the review period. This does not remove non-waivable rights or applicable warranty obligations.

The SOW will specify included revision rounds. In-scope adjustments are revisions; new features, material redesigns, changed requirements, or substantial re-engineering require a Change Order and may affect fees and schedule.

Final sign-off confirms acceptance against the SOW, subject to surviving warranty and other obligations. Valid in-scope defects reported during the applicable period will be handled under the Agreement.

Fees attributable to completed and accepted milestones are earned under the SOW. A change in business strategy, decision not to use the product, or loss of need does not alone entitle the Client to a refund for accepted work.

Subject to applicable law and the Agreement, fees for completed services, accepted milestones, and properly incurred non-cancellable third-party expenses are non-refundable. This does not exclude a remedy required by law or expressly agreed in writing.

If the Client cancels before completion, it must pay for services performed, completed unpaid milestones, work in progress payable under the SOW/termination terms, and approved non-cancellable expenses. Any prepayment exceeding amounts properly due shall be reconciled and the refundable balance returned as required by the Agreement and applicable law.

If Davo Solutions terminates for a reason other than Client breach, it will account for completed work, earned fees, and prepaid amounts. Any balance due to the Client after lawful deductions shall be handled under the Agreement and applicable law.

A decision to discontinue, pivot, abandon, or reject a properly completed deliverable for reasons unrelated to the agreed specifications does not by itself create a refund right.

Until full payment, ownership remains with Davo Solutions to the extent permitted by law. The Client may not commercially exploit, distribute, resell, sublicense, or use unpaid deliverables beyond any written evaluation permission.

Davo Solutions retains rights in pre-existing or independently developed frameworks, libraries, tools, reusable components, templates, methodologies, know-how, and generic code. These do not transfer merely because used in a project.

For Davo Solutions materials embedded in a paid deliverable, the Company grants a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, execute, and modify them as incorporated into, or reasonably necessary to use, that deliverable. Standalone extraction and commercial distribution of reusable tools as a competing product requires written permission.

Third-party and open-source components remain subject to their licenses. Davo Solutions does not transfer rights it does not own. The Client must comply with applicable license conditions.

Unless the Client objects in writing before commencement or the parties agree otherwise, Davo Solutions may identify the Client and describe the general project in its portfolio, but shall not disclose confidential information, proprietary source code, or non-public business information without authorization.

Each party shall promptly notify the other of credible infringement claims concerning materials it supplied. Responsibility depends on the source of the materials, the parties’ conduct, and applicable law.

The Client is responsible for the accuracy and lawfulness of materials, data, credentials, and content it supplies and represents that it has necessary rights and permissions.

For accounts controlled by the Client, including hosting, cloud, domain, payment processor, and vendor accounts, the Client is responsible for security and authorized-user management. Both parties shall protect shared credentials.

The Client shall not use deliverables unlawfully, fraudulently, or to infringe rights. It shall obtain licenses, regulatory approvals, and authorizations required for its business, except obligations expressly assigned to Davo Solutions in writing.

Each party shall use the other’s Confidential Information only for the Agreement, protect it with reasonable care, limit access to those who need it, ensure appropriate confidentiality obligations, and prevent unauthorized disclosure or use.

Confidential Information excludes information demonstrably public without breach, lawfully known beforehand, independently developed without use of the information, or lawfully received from a third party without confidentiality restrictions.

Disclosure required by law, court order, or competent regulator is permitted. Where lawful, the disclosing party shall give reasonable prior notice.

Confidentiality obligations continue for five years after termination, except trade secrets remain protected for as long as they qualify for protection under applicable law.

The Client determines lawful purposes for personal data collected through its business or product. Where Davo Solutions processes personal data on the Client’s behalf, the parties shall enter appropriate data processing terms where required.

Davo Solutions shall implement reasonable technical and organizational safeguards appropriate to the services and agreed security requirements. No system or transmission can be guaranteed entirely free from vulnerabilities or unauthorized access.

Davo Solutions shall access or process Client data only as reasonably necessary to provide services, comply with law, or as otherwise authorized.

Each party shall notify the other within a reasonable time after becoming aware of an incident affecting the other party’s data in connection with the project, subject to applicable law, and cooperate reasonably in response.

Data shall be returned, retained, or deleted under the SOW, any DPA, and applicable law. Davo Solutions may retain records as reasonably necessary for legal compliance, dispute resolution, security, or legitimate recordkeeping, subject to data protection requirements.

Subject to applicable law, Davo Solutions is not responsible for disruptions caused by third parties outside its reasonable control. Where included in the SOW, it will use commercially reasonable efforts to investigate integration issues within its responsibilities.

Blockchain transactions may be irreversible; congestion may delay transactions; gas fees fluctuate; protocols may change; smart contracts may contain vulnerabilities despite testing; and network outages or consensus failures may affect functionality. Unless agreed, Davo Solutions provides no investment, financial, legal, or regulatory advice and makes no profitability or absolute-security guarantee.

The Client is responsible for licenses, registrations, approvals, and authorizations required for its business and financial activities, unless expressly assigned to Davo Solutions in writing. Building a fintech application does not itself make Davo Solutions a bank, payment provider, investment firm, or other regulated financial service.

The Client shall comply with third-party terms and pay charges allocated to it in the SOW. Davo Solutions is not liable for third-party pricing, policy, API, or technical changes outside its reasonable control.

Unless agreed otherwise, any warranty is limited to material non-conformities with agreed specifications reported within the applicable warranty period. Davo Solutions shall have a reasonable opportunity to investigate and correct verified defects within its responsibilities.

To the extent permitted by law, Davo Solutions does not warrant defect-free or uninterrupted operation, continued third-party availability, satisfaction of requirements absent from the SOW, or commercial/financial outcomes. Warranty does not cover unauthorized modifications, misuse, unsupported environments, third-party changes, or Client actions outside scope.

Davo Solutions does not guarantee profitability, prevention of all fraud, elimination of security risks, or immunity from market or regulatory changes. Non-excludable warranties remain unaffected.

Subject to Section 14.3, Davo Solutions’ total aggregate liability arising out of or in connection with a particular SOW shall not exceed the total fees paid or payable under that SOW, collectively across claims.

Nothing excludes or limits liability to the extent prohibited by law, including fraud, fraudulent misrepresentation, or other liability that cannot legally be limited. Negotiated exceptions must be stated in the SOW or MSA.

Subject to applicable law, Davo Solutions is not liable for losses caused by independent failure, interruption, or misconduct of third-party providers outside its reasonable control.

The parties acknowledge that the fees and commercial terms reflect the allocation of responsibilities and risks in the Agreement.

A party seeking indemnity shall give prompt written notice and reasonable cooperation. The indemnifying party may not settle in a way that imposes an admission or non-monetary obligation on the other party without prior written consent.

After the agreed support or warranty period, maintenance, upgrades, bug fixes, and assistance may be charged separately.

Davo Solutions is not responsible for issues caused by unauthorized modifications, unsupported third-party systems, or changes outside its responsibilities unless additional support is agreed.

Either party may terminate if the other materially breaches and fails to remedy within 14 calendar days after written notice specifying the breach. If the breach cannot reasonably be remedied, rights under applicable law remain available.

Davo Solutions may suspend affected services. If the Client fails to remedy payment default within 14 calendar days after written notice, Davo Solutions may terminate the affected SOW, subject to law.

If a project is suspended due to Client inactivity for 30 consecutive calendar days, Davo Solutions may request written confirmation of intent to resume. If no response is received within 14 calendar days, it may terminate the affected SOW.

On termination, the Client shall pay outstanding amounts properly due for completed services and approved expenses; Davo Solutions may stop work; each party shall return/delete Confidential Information as required; IP assignment is governed by Section 8 and the SOW; and accrued rights remain enforceable.

Payment, IP, confidentiality, data protection, liability, indemnification, dispute resolution, and provisions intended by nature to survive shall continue after termination.

The affected party shall notify the other within a reasonable time and take reasonable steps to mitigate the event.

If the event continues for more than 60 consecutive calendar days and materially prevents performance, either party may terminate the affected SOW by written notice. Payment for services already performed and approved non-cancellable expenses remains due.

If negotiation fails, the parties may mutually agree to mediation in Nigeria before formal proceedings, except where urgent relief is required.

The Agreement is governed by the laws of the Federal Republic of Nigeria, unless otherwise agreed in writing. Subject to mandatory jurisdictional requirements, the parties submit to competent Nigerian courts. Either party may seek urgent interim relief from a competent court.

Amendments must be in writing and accepted by authorized representatives of both parties.

Neither party may assign the Agreement without the other’s prior written consent, except as permitted by the Agreement or law.

Davo Solutions acts as an independent contractor. Nothing creates a partnership, employment, joint venture, or agency relationship.

If a provision is invalid or unenforceable, the remaining provisions continue to the extent lawful. The parties shall seek a lawful replacement closest to the original commercial purpose.

Delay or failure to exercise a right is not a waiver. A waiver must be expressly made in writing.

Formal notices shall be sent to the official email or physical addresses in the SOW or company records and are received according to the Agreement and applicable law.

The parties may execute electronically to the extent permitted by law. Electronic signatures and accepted electronic documents may be relied upon as evidence of acceptance.

Except as expressly stated, the Agreement creates no enforceable rights for third parties.

The Agreement is in English. Unless otherwise agreed and permitted by law, the English version prevails in the event of an authorized translation.