Nerdbug provides technology and software services which may include software development, web and mobile applications, AI/ML-related development, product delivery, UI/UX design, quality assurance/testing, cloud/infrastructure services and technical support. The scope of any particular engagement will be described in the applicable proposal, statement of work or agreement.

You agree to use the website lawfully and not to:

• Interfere with or disrupt the website or its security.
• Attempt unauthorised access to systems, accounts or data.
• Upload or transmit malicious code or unlawful material.
• Use the website in a manner that infringes another person’s rights or violates applicable law.

We may restrict or suspend access where reasonably necessary to protect the website, users or our business.

Submitting an enquiry or contacting Nerdbug does not create a client relationship or require Nerdbug to provide services. Any engagement is subject to agreed scope, fees, timelines and contract terms.

Unless otherwise agreed in writing, the following are proposed standard commercial terms for project engagements and must be confirmed in the relevant project agreement:

• Payment: a 50% initial deposit, with the balance payable according to agreed milestones or completion.
• Acceptance: clients will ordinarily have 5–10 business days to review deliverables and identify material non-conformities against the agreed specifications.
• Defect correction: a defect-fixing period of 30–90 days may apply, as specified in the applicable agreement, for reproducible defects attributable to Nerdbug’s work and within the agreed scope.
• Changes: changes to scope, requirements or deliverables must be documented and approved. Any effect on fees or timelines must be agreed before the changed work proceeds.
• Client-caused delays: delays in providing information, access, approvals or materials may result in reasonable timeline adjustments.
• Support and maintenance: support obligations, service levels, exclusions and charges are governed by the applicable agreement. Out-of-scope work may be charged separately.
• Termination and handover: termination, payment for work performed, transition assistance and handover are governed by the applicable agreement. Handover may be subject to settlement of outstanding amounts.

Fees, currency, payment milestones and expenses will be stated in the applicable proposal or agreement. VAT will be charged where applicable and shown separately. Where withholding tax is required by law, the client may deduct and remit it to the relevant authority and shall provide Nerdbug with the official evidence/credit note. Withholding tax is treated as a tax credit and not as an additional fee. Invoice due dates and any late-payment charges will be as stated in the applicable agreement. Nerdbug may suspend work after reasonable notice where undisputed invoices remain unpaid.

Unless the applicable agreement states otherwise:

• Upon full payment of all amounts due for a project, project-specific deliverables created for the client will be assigned or licensed to the client as specified in the agreement.
• Nerdbug retains ownership of its pre-existing materials, tools, frameworks, reusable code, know-how, methods and general skills.
• Third-party and open-source components remain subject to their respective licences and are not transferred as if owned by Nerdbug.
• The client grants Nerdbug the rights reasonably necessary to use client-provided materials for performing the engagement.

The applicable agreement should specify the precise ownership/licence arrangement for each project.

Each party must protect the other party’s confidential information and use it only for the relevant engagement, subject to the applicable agreement and law. Personal data will be handled in accordance with Nerdbug’s Privacy Policy and, where Nerdbug processes personal data on behalf of a client, the applicable data processing agreement or contractual terms.

Services may rely on third-party platforms, hosting providers, software, APIs or open-source components. Their availability and use may be subject to separate terms, licences and policies. Nerdbug is not responsible for third-party services to the extent that issues arise outside Nerdbug’s reasonable control, subject to any obligations expressly accepted in the applicable agreement.

Nerdbug will perform contracted services with reasonable skill and care and in accordance with the agreed scope. Except as expressly stated in a signed agreement and to the extent permitted by law, the website and general information are provided "as is" and without warranties that the website will be uninterrupted, error-free or suitable for a particular purpose.

Any liability cap, exclusions and indemnities for a client engagement must be expressly stated in the applicable signed agreement. Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law. The final client contract should contain a management-approved liability allocation appropriate to the engagement.

Nerdbug may suspend website access or services where reasonably necessary for security, legal compliance, material breach or non-payment, subject to any notice and cure rights in the applicable agreement. Termination of a client engagement will be governed by the signed agreement.

These Terms are governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria. Any dispute, controversy or claim arising out of or in connection with these Terms or the Services shall first be referred to good-faith negotiations between authorised senior representatives. Negotiations shall continue for thirty (30) days from written notice of the dispute, unless the parties agree otherwise in writing.

If the dispute is not resolved by negotiation within that period, either party may refer it to mediation under the Nigerian Mediation Procedure Rules or other rules agreed in writing. Mediation shall take place in Lagos, Nigeria, unless the parties agree otherwise. If mediation does not resolve the dispute, it shall be finally determined by binding arbitration before a sole arbitrator appointed by the Chairman of the Nigeria Branch of the Chartered Institute of Arbitrators or, if unavailable or unable to act, the Deputy Chairman, upon application by either party. The arbitration shall be conducted in Lagos, Nigeria, in English, in accordance with the Arbitration and Mediation Act 2023 and applicable rules. The award shall be final and binding.

Each party shall bear its own legal costs. Mediator and arbitrator fees shall be shared equally unless the mediator or arbitrator determines otherwise or the parties agree otherwise. Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction or seeking recognition/enforcement of an arbitral award. Courts may determine matters that are not arbitrable or that applicable law reserves to them.

These Terms, any applicable order form and the DPA form the contractual framework for the Services. A negotiated written agreement or order form prevails only for the subject matter it expressly addresses; the DPA prevails on personal-data processing matters; these Terms govern other matters. Mandatory law remains unaffected.

We may update these Terms from time to time by posting a revised version on our website. The updated date will be shown above. Continued use of the website after changes take effect constitutes acceptance to the extent permitted by law.

For questions, enquiries or requests relating to this Policy or Nerdbug’s services, please contact:

• General enquiries: info@nerdbug.io

Nerdbug Limited, 2J Carrington Place, Milverton Court, Osapa, Lekki, Lagos, Nigeria.