Terms & Conditions

By accessing www.arvenue.tech, engaging our services, or entering into a service agreement with Arvenue Limited ("Arvenue", "we", "our", or "us"), you ("Client", "you") agree to be bound by these Terms and Conditions ("Terms"). 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.

These Terms, together with any Statement of Work (SOW), Proposal, or Service Agreement, constitute the entire agreement between you and Arvenue for the provision of services. Arvenue is incorporated and operates under the laws of the Federal Republic of Nigeria.

Arvenue provides technology services including but not limited to:

• Custom software and web application development
• Mobile application development (iOS, Android, React Native)
• UI/UX design and digital product strategy
• AI integration and intelligent system development
• Technical consulting and architecture advisory
• Maintenance, support, and managed services

The specific scope, deliverables, timelines, and fees for each engagement are defined in a written Proposal or Statement of Work agreed by both parties prior to commencement.

3.1 Project Initiation All projects begin upon written confirmation of a Proposal or Statement of Work and receipt of the agreed deposit (typically 40–50% of total project value, as specified per engagement).

3.2 Client Responsibilities Clients agree to:
• Provide timely, accurate, and complete information required for the project
• Assign a designated point of contact with authority to approve deliverables
• Review and provide feedback on deliverables within agreed timelines
• Ensure all third-party assets, licences, and content supplied to Arvenue are legally owned or licensed by the Client

3.3 Change Requests Any scope changes must be submitted in writing. Arvenue will provide a revised estimate. Work on changed scope does not begin until a Change Order is signed and any additional deposit is received.

3.4 Project Delays If delays arise due to Client inaction (e.g., delayed feedback, late content delivery), Arvenue reserves the right to reschedule work and may apply an administrative fee for project re-engagement.

4.1 Fees Fees are set out in the applicable Proposal or SOW. All quoted prices are in Nigerian Naira (NGN) unless otherwise agreed in writing. International clients may be invoiced in USD or GBP at the prevailing exchange rate.

4.2 Payment Schedule Unless otherwise agreed in writing:
• A deposit (minimum 40%) is due before project commencement
• Milestone payments are due upon delivery of agreed milestones
• Final balance is due prior to final delivery or deployment

4.3 Payment Methods Payments may be made via bank transfer, Flutterwave, Paystack, or other approved payment methods specified in the invoice. All payment processing is subject to the terms of the applicable payment processor.

4.4 Late Payments Invoices are due within 14 days of issue unless otherwise stated. Late payments accrue interest at 10% per annum above the CBN Monetary Policy Rate in force at the time. Arvenue reserves the right to suspend services for overdue accounts.

4.5 Disputed Invoices Clients must notify Arvenue of any invoice dispute in writing within 7 days of receipt. Undisputed portions of invoices remain payable on the original due date.

5.1 Client IP All intellectual property rights in materials, data, brand assets, and content provided by the Client remain the sole property of the Client.

5.2 Arvenue IP Arvenue retains ownership of all pre-existing intellectual property, proprietary frameworks, tools, libraries, and methodologies used in the delivery of services.

5.3 Deliverable IP Upon receipt of full and final payment, Arvenue assigns to the Client all intellectual property rights in the bespoke work product created specifically for that Client under the engagement, including source code, designs, and documentation, in accordance with the Copyright Act (as amended) of Nigeria.

5.4 Portfolio Rights Arvenue reserves the right to feature the completed work in its portfolio and marketing materials unless the Client requests confidentiality in writing prior to project commencement.

Both parties agree to keep confidential all proprietary information, trade secrets, and commercially sensitive data disclosed during the course of the engagement. This obligation survives termination of the agreement for a period of 5 years.

Arvenue will not disclose Client confidential information to any third party without prior written consent, except to sub-contractors or service providers bound by equivalent confidentiality obligations who are necessary for project delivery.

7.1 Arvenue Warrants That:
• Services will be performed with reasonable skill, care, and diligence
• Deliverables will materially conform to the agreed specification at time of delivery
• Arvenue has the right to enter into the agreement and provide the services

7.2 Client Warrants That:
• All content and materials provided to Arvenue are legally owned or licensed
• Use of the deliverables will comply with all applicable Nigerian laws and regulations
• The Client has the authority to enter into the agreement

7.3 Disclaimer Except as expressly stated in these Terms, all warranties, conditions, and representations — whether express or implied — are excluded to the fullest extent permitted by Nigerian law.

8.1 Neither party excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by Nigerian law.

8.2 Subject to clause 8.1, Arvenue's total aggregate liability to the Client shall not exceed the total fees paid by the Client to Arvenue in the 12 months preceding the claim.

8.3 Arvenue shall not be liable for:
• Loss of profits, revenue, or business
• Loss of anticipated savings
• Loss or corruption of data
• Indirect or consequential loss of any kind

8.4 The Client is responsible for maintaining backups of all data. Arvenue is not responsible for data loss during development or maintenance activities unless caused by Arvenue's gross negligence.

9.1 Termination for Convenience Either party may terminate the engagement with 14 days' written notice. The Client shall pay for all work completed and reasonable costs incurred up to the termination date. The deposit is non-refundable upon termination for convenience.

9.2 Termination for Cause Either party may terminate immediately upon written notice if the other party:
• Commits a material breach that is not remedied within 14 days of written notice
• Becomes insolvent or is wound up
• Engages in fraud, wilful misconduct, or illegal activity

9.3 Effect of Termination On termination, Arvenue will deliver all completed work to the Client upon receipt of payment for all outstanding fees.

Our services may integrate with or depend upon third-party platforms (e.g., cloud providers, payment processors such as Flutterwave and Paystack, and third-party APIs). Arvenue is not responsible for:

• Downtime, errors, or changes in third-party services
• Third-party terms of service, privacy policies, or fee changes
• Data processing by third-party platforms

Clients are responsible for obtaining and complying with licences for any third-party software or services specified in the project scope.

Arvenue shall not be in breach of these Terms or liable for any delay in performing, or failure to perform, any of its obligations if such delay or failure results from circumstances beyond Arvenue's reasonable control, including natural disasters, acts of government, power or internet outages, civil unrest, or industrial action. Arvenue will notify the Client promptly and take reasonable steps to mitigate the impact.

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties for a period of 30 days.

If unresolved, the dispute shall be referred to arbitration in accordance with the Arbitration and Mediation Act 2023 of Nigeria, with the seat of arbitration in Lagos, Nigeria. Proceedings shall be conducted in English.

Nothing in this clause prevents either party from seeking urgent injunctive relief from a Nigerian court of competent jurisdiction.

• Entire Agreement: These Terms, together with the applicable Proposal or SOW, constitute the entire agreement between the parties and supersede all prior understandings.
• Severability: If any provision is found invalid or unenforceable under Nigerian law, it shall be modified minimally to make it enforceable; all other provisions remain in force.
• Waiver: Failure to enforce any provision shall not constitute a waiver of that or any other provision.
• Assignment: Clients may not assign or transfer any rights under these Terms without Arvenue's prior written consent.
• Notices: All formal notices must be sent in writing to legal@arvenue.tech.

For enquiries about these Terms and Conditions, please contact:

Arvenue Limited Email: legal@arvenue.tech Website: www.arvenue.tech Jurisdiction: Federal Republic of Nigeria