These Terms and Conditions ("Agreement") govern your access to
and use of all services, products, and digital offerings
provided by
Seracode Innovative Technologies ("Seracode,"
"we," "us," or "our"). By engaging our services or visiting
seracode.co, you ("Client" or "Customer") agree to be bound by
this Agreement in full.
1. Definitions
The following definitions apply throughout this Agreement:
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"Services" — All professional and
technical services offered by Seracode, including web and
mobile application development, AI-powered business
solutions, enterprise platform engineering, and
product/UI/UX design.
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"Client" / "Customer" — Any individual,
company, or organisation that engages Seracode for
Services through a contract, Order Form, or statement of
work.
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"Order Form" — Any written document,
statement of work (SOW), proposal, or digital agreement
signed or accepted by both parties detailing scope,
timeline, and pricing.
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"Deliverables" — Any work product, code,
design, document, prototype, or software output created by
Seracode under an Order Form.
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"Confidential Information" — Non-public
information disclosed by either party in connection with
the Services, including business plans, technical data,
pricing, and proprietary methodologies.
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"Intellectual Property" — All patents,
trademarks, copyrights, trade secrets, design rights,
source code, and other proprietary rights, whether
registered or unregistered.
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"Third-Party Tools" — External software,
APIs, libraries, or frameworks incorporated into
Deliverables with Client consent.
2. Scope of Services
2.1 Service Engagement
All Services shall be governed by a mutually agreed Order
Form or Statement of Work. Each Order Form shall specify the
project scope, deliverables, milestones, timeline, and
applicable fees. Work not described in an Order Form is
considered out of scope and may incur additional charges.
2.2 Core Service Categories
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Web & Mobile App Development — Design
and development of web, iOS, and Android applications
using modern, scalable frameworks and technologies.
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AI Business Solutions — Integration of
artificial intelligence, machine learning, and automation
into business processes and digital products.
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Enterprise Platforms — Custom-built
platforms for business operations, data management, and
workflow automation at scale.
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Product & UI/UX Design — User
research, wireframing, prototyping, and interface design
optimised for exceptional user experience.
2.3 Changes to Scope
Any changes to agreed scope must be documented in a written
Change Request signed by both parties. Seracode reserves the
right to adjust timelines and fees as a result of approved
scope changes. Verbal agreements regarding scope changes are
not binding.
3. Payment Terms
3.1 Pricing and Invoicing
All fees are set forth in the applicable Order Form.
Seracode will issue invoices in accordance with the payment
schedule agreed upon — typically at project milestones, on a
monthly retainer basis, or upon project completion.
3.2 Payment Methods
Seracode collects payments directly. Accepted payment
methods include bank transfer, online payment links, and
other methods as specified at the time of invoicing.
3.3 Payment Due Date
Unless otherwise specified, payment is due within
fourteen (14) calendar days from the
invoice date. Seracode reserves the right to pause or
suspend work on any project where payment is overdue by more
than seven (7) days without prior arrangement.
3.4 Late Payments
Invoices not settled within the agreed period may attract a
late fee of 2% per month on the outstanding
balance, compounded monthly. Seracode may also withhold
delivery of final Deliverables until all outstanding amounts
are settled in full.
3.5 Refunds
Given the nature of professional services, fees paid for
work already commenced are non-refundable. Refund requests
for deposits on projects not yet commenced will be reviewed
on a case-by-case basis.
4. Project Delivery & Timelines
All project timelines stated in an Order Form are good-faith
estimates. Seracode will use all reasonable efforts to meet
agreed timelines but shall not be liable for delays
resulting from factors outside its control, including
delayed Client feedback, scope changes, third-party
dependencies, or force majeure events.
Client Responsibilities
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Provide timely and complete responses to requests for
information, assets, approvals, or feedback within agreed
review windows.
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Assign a designated point of contact with authority to
make project decisions on behalf of the Client.
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Ensure that all materials, content, and data provided to
Seracode are accurate, complete, and legally owned or
licensed.
Acceptance of Deliverables
Upon delivery of any Deliverable, the Client shall have a
review period (default: 5 business days) to
provide written feedback. If no written objections are
received within this period, the Deliverable shall be deemed
accepted.
5. Intellectual Property Rights
Upon receipt of full and final payment for a project,
Seracode assigns to the Client all rights, title, and
interest in the custom Deliverables created exclusively for
that Client under the applicable Order Form, including
applicable copyrights. Seracode retains ownership of all
pre-existing intellectual property, proprietary tools,
reusable code libraries, and methodologies developed
independently. Unless the Client explicitly requests
confidentiality in writing, Seracode may display completed
Deliverables as portfolio examples and case studies.
6. Confidentiality
Both parties agree to treat as confidential all non-public
information received from the other party. This obligation
survives termination for two (2) years.
Exclusions apply for publicly available information or
independently developed data.
7. Warranties & Limitation of Liability
Seracode warrants services will be performed with reasonable
skill and care. Except as expressly stated, Services are
provided "as is".
Limitation of Liability: To the maximum
extent permitted by applicable law, Seracode's total
cumulative liability shall not exceed the total fees paid by
the Client in the
three (3) months preceding the claim. In no
event shall Seracode be liable for indirect, incidental, or
consequential damages.
8. Termination & Governing Law
Either party may terminate with
30 days' written notice. Termination for
cause: material breach unremedied after 14 days. This
Agreement is governed by the laws of the
Federal Republic of Nigeria. Disputes shall
first be negotiated, then referred to arbitration under the
Arbitration and Conciliation Act of Nigeria.