TERMS OF SERVICE

Cuesoft Cloud Limited is a custom and proprietary software development company that builds innovation and secures digital solution for companies, enterprises and startups. We are involved in carrying out web development, Mobile app development, Enterprise software Development.

This agreement sets out the rights and obligations of Clients and Cuesoft Cloud Limited.

DEFINITIONS

Client means person or organization to which Cuesoft provides services, which is a party to this agreement. Parties mean Client and Cuesoft. Confidential information means information that is stated to be confidential or information which a reasonable person would consider confidential. Services include web development, Mobile app development, and software development.

GENERAL

These terms and conditions constitute the whole agreement between Clients and Cuesoft and can only be varied by the parties in writing.

A Client may accept these terms and conditions by:

(a) Returning a signed copy of this agreement in electronic or hard copy form; (b) Using the services of Cuesoft after being provided this agreement.

Clients are responsible for providing Cuesoft with accurate and timely information and for supplying website content unless otherwise stated in the specifications contained in the Reference Schedule.

Cuesoft is not obliged to provide any services unless these are contained in the specification in the Reference Schedule and Cuesoft may decline to provide services.

Cuesoft warrants that it will provide services in a professional and workmanlike manner.

REMUNERATION

The Client shall pay Cuesoft the service fee set out in the Reference Schedule for its services. Fees are based on the specifications provided by a Client and additional fees will be payable for additional work. Additional fees may become payable when: (a) A Client requires additional work or services not agreed upon; (b) Work needs to be done which was not anticipated; or (c) A Client requires multiple design drafts or repeated changes which significantly increases the work required.

Cuesoft will consult a Client before charging any fees additional to those specified in the Reference Schedule.

Web/app development fees are due as follows: (a) 50% after initial consultation and before work is commenced. (b) 50% before project is deployed to its final destination.

SUBCONTRACTORS

The Client agrees that Cuesoft, in providing its products or services under the Agreement, may use third party subcontractors at its discretion.

Where Cuesoft engages subcontractors for carrying out specific processing activities regarding Client Personal Data, the same data protection obligations as set out in the Agreement between Cuesoft and the Client shall be imposed on that subcontractors by way of a contract or other legal act under applicable law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of applicable data protection law.

Cuesoft shall remain fully responsible for fulfilling all its obligations under the Agreement in relation to any tasks it has delegated to a subcontractor.

INDEMNIFICATIONS

Cuesoft shall indemnify the Client from and against any claims, demands and actions brought against the Client that are based upon any infringement of third party; patents, intellectual property rights, copyrights, trademarks, or other intellectual property rights. Cuesoft shall not be responsible for any patents outside Nigeria.

As a condition of such defence and indemnification, the Client shall give Cuesoft prompt notice of any alleged intellectual property claim, provide all reasonable information, cooperation and assistance, shall not accept or make any admission, compromise or settlement on its own for any such claims, and shall conduct any disputes, including settlements out of court, only in agreement with Cuesoft.

Cuesoft shall have no obligations under this section 5.1 to the extent that a claim is based on (i) The combination, operation or use of the Software with other services or software not provided by Cuesoft if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) Use of the Software in any manner inconsistent with the Agreement; or (iii) The negligence or willful misconduct of the Client.

LIMITATION OF LIABILITY

Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

TERM AND TERMINATION

This Agreement will automatically terminate when both Parties have performed all their obligation under the Agreement and all payments have been made.

Should there be a desire to terminate the agreement before the completion of the project, the Client will notify Cuesoft days in advance, and pay for services already completed and for hours already worked.

INTELLECTUAL PROPERTY

Clients will retain intellectual property held prior to entering into this agreement. Clients agree to indemnify Cuesoft for any breach of intellectual property. Cuesoft will retain intellectual property in material that it designs or develops, including through contractors.

CONFIDENTIALITY

“Confidential Information” shall be all information marked as “confidential”, or oral information which is subsequently confirmed in text form (e.g. by email) and marked as confidential, as well as information whose confidential nature is clear from its content or from the circumstances under which it was disclosed. Confidential information shall include the content of any commercial agreements between the Parties. If there is any doubt as to the confidential nature of information, the Party considering disclosure of this information shall contact the other Party without undue delay to seek clarification, in any event before disclosing the information to third parties.

Information shall not be deemed confidential if (a) It was known before disclosure by the other Party; (b) It was developed independently without recourse to or use of information from the other Party; (c) It was lawfully received from third parties who, to the Party’s best knowledge, were not bound by any confidentiality obligation to the other Party; (d) such information becomes known to the general public without infringement of confidentiality provisions contained in the Agreement, or of any other provisions in place to protect the business secrets of the Parties; or (e) It must be disclosed based on an official or judicial order, or based on the disclosure rules applicable to companies that are listed on a public stock exchange. In the latter case, the disclosing Party shall inform the other Party of the disclosure without undue delay.

Each Party undertakes to treat the other Party’s Confidential Information as confidential, and to apply at least the same degree of care in protecting the other Party’s Confidential Information as it applies to protecting its own Confidential Information (but in any case not less than reasonable care).

The confidentiality obligation under this clause 8 shall apply for the agreed term of the Agreement and for an additional period of 10 years thereafter.

FORCE MAJEURE

Neither Party shall be liable for default of any obligation hereunder if such default results from a force majeure (which includes, without limitation, governmental acts or directives, acts of God, terrorism, war, insurrection, riot or civil commotion, flooding, or embargoes) which is not within the reasonable control of the Party affected (”Force Majeure”). In such events, the affected Party (the “Affected Party”) shall, without undue delay, inform the other Party (the “Unaffected Party”) of such circumstances together with documents of proof; and the performance of obligations hereunder shall be suspended during, but not longer than, the period of existence of such cause and the period reasonably required to perform the affected obligations in such cases.

Should a cause of Force Majeure relating to a material obligation of the Affected Party continue for more than one (1) month, the Parties shall discuss in good faith the performance of each Party’s obligations hereunder.

GOVERNING LAW

This Contract shall be governed by and construed in all respects in accordance with the laws of the Federal Republic of Nigeria

DISPUTE RESOLUTION

Any dispute(s) arising out of or in connection with our obligations under this service shall first be resolved by good faith negotiations and mediation.

REFERENCES

Cuesoft shall be entitled to use the Client’s name and logo for reference purposes in its own advertising materials such as website, trade fair presentation, brochures, newsletters etc. This is however subject to the prior consent of the Client.

If such use of the Client’s brand is subject to specific guidelines the Client has to notify these to Cuesoft (e.g. by email).

MODIFICATIONS OF THE AGREEMENT

Cuesoft may modify any terms and conditions of the Agreement with the Client’s consent. The Client’s consent shall be deemed as given if Cuesoft notifies the Client of the proposed changes in text form (e.g. by email) with an adequate notice period (usually four weeks) and

The Client does not object to the change in text form (e.g. by email) before the change becomes effective.

SEVERABILITY

If any provision contained in the Agreement is or becomes ineffective or is held to be invalid by a competent authority or court, all other provisions of the Agreement shall remain in full force and effect, and the Parties shall agree in good faith to substitute the ineffective or invalid provision by a valid and enforceable provision having an economic effect as similar as possible to the original provision.

REFERENCES SCHEDULE

Subject to client requirements and agreement.