Terms of Service

Namecoding Technologies LTD provides professional web development, mobile application development and related digital services (“Services”) to clients (“Client”). Our developers and designers deliver solutions tailored to your business objectives.

The scope of services is defined in the project proposal and agreement provided to you. It may include:

• Website design and development
• Mobile application development (iOS and Android)
• User interface (UI) and user experience (UX) design
• Performance optimisation and security implementation
• Maintenance and support services
• Other services as mutually agreed

Our process includes discovery, design, development, testing and deployment. We communicate regularly throughout the project to keep it aligned with your requirements, and timelines may be adjusted for change requests or unforeseen challenges.

Once we have commenced building your project, all payments are non-refundable.

This protects our team’s investment in your project so we can dedicate full resources to it. Before starting, we hold discovery sessions to align on requirements, timeline, budget and expectations. If you have concerns about the project’s direction, raise them with your project manager straight away and we will work with you on a solution.

Payment terms are set out in your project proposal. Generally:

• An initial deposit of 50% of the total project cost is due when the project starts
• The final 50% is due on project completion
• Ongoing support is billed monthly, at the beginning of each month
• Late payment may result in the project being suspended

Payments are made by bank transfer to our company accounts listed on our Hire Us page.

On full payment, the custom code, design and deliverables created specifically for your project are yours to own and use. Third-party libraries, frameworks and open-source components remain subject to their own licences. We retain the right to reuse our methodologies, general approaches and pre-existing components in future work.

Ready-made software products are licensed rather than sold outright — see Part B, section 6.

Namecoding Technologies LTD designs, develops and sells software systems and digital solutions. We do not operate, manage, co-own, supervise or run the Client’s business, platform or service, except where explicitly stated in a separate written agreement.

Once a system is delivered, all business operations, decisions, financial activities, data processing, user interactions and content managed through the software are the Client’s responsibility. We have no control over how the system is used after delivery.

We do not collect, store, process or retain Client data or end-user information — including personal, financial or identification data — unless explicitly agreed in writing. We do not carry out Know Your Customer (KYC), Customer Due Diligence (CDD) or any user or buyer verification on behalf of Clients.

All regulatory, data-protection, compliance, KYC, AML/CFT and user-verification obligations arising from the use, deployment or operation of software developed or sold by Namecoding are the sole responsibility of the Client or software operator. How the software is configured, deployed or used is at the Client’s discretion, and we are not responsible for its misuse or illegal use.

We only serve legitimate, lawful businesses. If a Client misrepresents its intentions and engages us to build or acquire a system for illegal, fraudulent or prohibited activity, we may terminate the project, suspend or shut down the system where we have administrative access, report the activity to the relevant authorities and pursue legal remedies.

Where illegal use is discovered after delivery and we have no operational control or access to the system, the Client alone bears any resulting legal consequences.

Changes to scope, additional features or modifications beyond the original agreement are handled as change requests and may affect timeline and cost. We will estimate any additional work before starting, and you must approve it in writing.

We work to meet agreed timelines, but delays can occur because of unforeseen circumstances, changes or feedback cycles. We will tell you about delays as soon as they become apparent. Extended delays caused by client inaction or change requests are the client’s responsibility.

We test thoroughly so your project meets quality standards and works as specified, but we cannot guarantee completely error-free delivery. Please give feedback during testing so issues can be fixed before launch.

After launch, maintenance and support are available under a separate agreement, including bug fixes, performance optimisation, security updates and feature enhancements.

Both parties will keep confidential any proprietary information shared during the engagement. We will not disclose your business information, data or project details to third parties without your permission, except as required by law.

To the maximum extent permitted by law, Namecoding shall not be liable for indirect, incidental, special, consequential or punitive damages arising from your use of our services or deliverables. Our liability is limited to the amount paid for the services.

Either party may terminate the project with written notice. If the Client terminates, work completed to date is non-refundable and the Client must pay for work in progress. On termination we will hand over all deliverables completed to that point.

Disputes will first be handled through direct communication and negotiation. If they cannot be resolved, they are subject to the laws of the Federal Republic of Nigeria and the jurisdiction of Nigerian courts.

This Software Licence & Developer Responsibility Agreement (“Agreement”) is between Namecoding Technologies LTD, RC 7272995 (“Namecoding”, “Developer”, “we”, “us”) and the person, company or organisation that purchases, licenses, subscribes to, receives, installs, deploys, customises or uses the Software (“Buyer”, “Licensee”, “Operator”, “you”). By purchasing, downloading, installing, deploying, accessing or using the Software, the Buyer agrees to these terms, subject to any separately signed written agreement between the parties.

Namecoding is a software development and technology company. We design, develop, license, sell, customise and maintain software products for businesses in different industries. Unless a separate written agreement expressly states otherwise, Namecoding does not become an owner, partner, shareholder, agent, employee, lender, financial institution, merchant, operator, franchisee, fiduciary or participant in the Buyer’s underlying business merely because Namecoding created, sold, licensed, hosted, configured or maintained the Software.

3.1 Independent operation. The Buyer independently owns, controls and operates its business and is solely responsible for its business model, customers, staff, pricing, products, services, transactions, policies, decisions and conduct.

3.2 No authority to bind. Neither party may represent that it has authority to bind the other, except where expressly authorised in a separate written agreement.

3.3 Branding. The Buyer must not present Namecoding as the provider of the Buyer’s regulated or commercial service merely because Namecoding developed the Software.

4.1 Buyer compliance. Before launching or using the Software for business, the Buyer is responsible for identifying, obtaining and maintaining every licence, registration, permit, consent, approval, certification and regulatory authorisation required for its activities.

4.2 Regulated industries. Where the Software is used for lending, credit, payments, investments, insurance, healthcare, telecommunications, gaming, transportation or any other regulated activity, the Buyer remains responsible for determining and satisfying the laws and regulatory requirements applicable to that activity.

4.3 No licence supplied. Purchase or possession of the Software does not constitute a government licence, regulatory approval, legal authorisation or permission to conduct any regulated business.

4.4 Configuration responsibility. The Buyer is responsible for configuring interest rates, fees, limits, repayment terms, eligibility rules, disclosures, consent wording, collection practices and other business parameters in a lawful manner.

4.5 Compliance requests. Namecoding may decline, suspend or terminate customisation or maintenance work that it reasonably believes requires it to implement unlawful, deceptive, abusive or unauthorised functionality.

If the Software is a loan, credit or digital-lending system, the Buyer is the party responsible for providing or arranging the lending service and for determining whether it is legally permitted to do so. The Buyer is responsible for all applicable lending approvals and registrations, consumer disclosures, interest and fee practices, affordability and eligibility rules, KYC/AML obligations where applicable, customer complaints, debt recovery practices, credit reporting, advertising and other obligations imposed on its lending operation.

Namecoding does not fund loans, approve borrowers, set the Buyer’s lending terms, collect debts on the Buyer’s behalf or share in loan proceeds merely by licensing or maintaining the Software, unless a separate written agreement expressly establishes such a role.

6.1 Licence scope. Subject to full payment and any product-specific terms, Namecoding grants the Buyer the licence described in the applicable invoice, order page or separate licence terms.

6.2 Intellectual property. Unless source-code ownership is expressly transferred in a signed written agreement, all pre-existing frameworks, reusable components, libraries, templates, developer tools, know-how and intellectual property owned by Namecoding remain Namecoding’s property.

6.3 Third-party components. The Software may depend on third-party libraries, APIs, hosting providers, payment gateways, identity services, cloud services, app stores or other external services. Their separate terms, fees, availability and compliance requirements may apply.

7.1 Optional service. Maintenance, technical support, code management, updates, bug fixes, deployment assistance and custom development are separate technical services unless expressly included in the purchase.

7.2 Maintenance fee. Where the Buyer requests ongoing maintenance, the scope, duration and fee must be agreed separately. Payment of a maintenance fee does not make Namecoding an operator, partner or participant in the Buyer’s business.

7.3 Technical scope. Maintenance is ordinarily limited to software, code, infrastructure or integrations within the agreed scope. Business operations, customer service, loan decisions, collections, accounting, regulatory filings and management decisions remain the Buyer’s responsibility unless separately contracted and legally permissible.

7.4 Credentials and access. Where access to production systems is required for maintenance, the Buyer remains responsible for authorising that access and for limiting it to what is reasonably necessary.

Unless expressly agreed otherwise in writing, Namecoding does not receive, hold, lend, invest, escrow, disburse or own money belonging to the Buyer or the Buyer’s customers. Payment-gateway accounts, bank accounts, merchant accounts, wallets and settlement accounts used by the Buyer should be owned or controlled by the appropriate Buyer or authorised service provider. The Buyer is responsible for reconciliation, refunds, chargebacks, taxes, settlements and transaction disputes arising from its business.

9.1 Buyer responsibility. The Buyer is responsible for determining the lawful basis and purpose for collecting and using personal data through its business, providing required privacy notices and obtaining required consents.

9.2 Developer processing. If Namecoding processes personal data on the Buyer’s behalf during hosting, support or maintenance, the parties may enter into a separate data-processing agreement where required. Namecoding will only process such data within the agreed technical purpose and applicable law.

9.3 Security. The Buyer must protect administrative credentials, API keys, production access and customer information and must promptly report suspected compromise relevant to services provided by Namecoding.

9.4 No unlawful data use. The Buyer must not use the Software to unlawfully harvest contacts, access devices, disclose personal information, harass users, impersonate others or otherwise violate privacy or data-protection requirements.

The Buyer represents and warrants that:

• it has legal capacity and authority to operate the business for which the Software is used;
• information supplied to Namecoding about the Buyer and its intended use is materially accurate;
• it will obtain required regulatory approvals before commencing regulated operations;
• it will not use the Software for fraud, unlawful lending, deceptive practices, harassment, unauthorised financial activity or other illegal purposes;
• it will independently review its business terms, privacy documents, consumer contracts and regulatory disclosures with qualified advisers where appropriate; and
• it will not state or imply that Namecoding has endorsed, licensed, guaranteed or assumed responsibility for the Buyer’s business.

Software features, templates, settings, sample terms, workflows, dashboards and documentation supplied by Namecoding are provided for technology implementation and general information. They are not legal, tax, accounting, investment, credit, financial or regulatory advice. The Buyer should obtain professional advice appropriate to its business and jurisdiction.

Namecoding will provide the Software and any agreed services with reasonable professional care consistent with the applicable order or service agreement. Except to the extent required by law or expressly stated in writing, Namecoding does not guarantee that the Buyer’s business will be profitable, approved by a regulator, continuously available, free from every defect, compatible with every third-party service, or immune from changes in law, third-party APIs, app-store policies, hosting services or external infrastructure.

To the extent permitted by applicable law, the Buyer shall indemnify and hold Namecoding, its directors, employees and contractors harmless from third-party claims, regulatory complaints, losses, penalties, costs or liabilities arising from the Buyer’s business operations, unlawful or unauthorised use of the Software, customer transactions, lending or collection practices, content, products or services, failure to obtain required approvals, or violation of law, except to the extent directly caused by Namecoding’s own breach of this Agreement, negligence, wilful misconduct or independent legal obligation.

To the maximum extent permitted by applicable law, Namecoding shall not be liable for indirect, incidental, special or consequential loss arising from the Buyer’s business decisions, customer defaults, regulatory non-compliance, lost profits, third-party service failures or misuse of the Software. Any contractual limitation of liability in an invoice, licence or separate service agreement will apply subject to mandatory law. Nothing in this Agreement excludes liability that cannot lawfully be excluded.

Namecoding may suspend technical services or terminate the applicable licence or service arrangement for material non-payment, material breach, unlawful use, security abuse, infringement of Namecoding’s intellectual property, or where continuing the service would reasonably expose Namecoding to unlawful conduct or regulatory risk. Where practicable and lawful, reasonable notice and an opportunity to remedy will be provided.

Business and regulatory requirements may change after the Software is purchased. Unless expressly included in a maintenance plan, regulatory or compliance-driven software changes are not automatically included in the original purchase price. The Buyer remains responsible for monitoring laws applicable to its business and requesting any required software changes.

This Agreement is governed by the laws of the Federal Republic of Nigeria. The parties should first attempt in good faith to resolve any dispute by written notice and negotiation. If unresolved, the dispute may be submitted to a court of competent jurisdiction in Nigeria, unless the parties have agreed in writing to arbitration or another dispute-resolution procedure.

This Agreement, together with the applicable invoice, order form, licence terms, maintenance agreement and any signed addendum, constitutes the agreement relating to the matters it covers. If a provision is held invalid or unenforceable, the remaining provisions remain effective to the extent permitted by law. A waiver must be in writing and applies only to the specific matter waived.

The Buyer acknowledges that Namecoding is engaged to provide software and, where purchased, technical maintenance services. The Buyer remains independently responsible for the legality, licensing, regulation, operation and management of its business and for the way it configures and uses the Software.