Terms

Terms of Business & Engagement

The legal framework, intellectual property standards, service level commitments, and operating terms governing technology consulting, platform development, and managed technology services from NewChild.

Clear deliverable milestones and contractual governance

01. Commercial Scope & Engagement Structure

OPERATING FRAMEWORK

Master Services: Specific project deliverables, budgets, delivery timelines, and technology stacks are formalized in an agreed Statement of Work (SOW).
Precedence: In the event of any conflict between these general terms and an executed SOW, the terms of the specific SOW shall prevail.
Binding Authority: Enquiries submitted through the website initiate preliminary discovery; binding delivery obligations commence only upon formal contract execution.

Complete ownership transfer upon milestone settlement

02. Intellectual Property & Code Ownership

INTELLECTUAL PROPERTY

Custom Deliverables: Upon full payment of agreed milestone fees, all proprietary application code, custom UI designs, database schemas, and tailored integrations transfer unconditionally to the client.
Foundational Frameworks: Open-source components (e.g. Laravel, Linux, Tailwind, PostgreSQL) remain subject to their respective open-source licenses (e.g. MIT, BSD).
Pre-existing IP: Reusable NewChild architectural boilerplates, core libraries, and utility algorithms remain the property of NewChild, licensed royalty-free and perpetually to the client for the delivered solution.

Mutual accountability ensuring timely project delivery

03. Client Responsibilities & Project Collaboration

COLLABORATION STANDARDS

Timely Approvals: Client shall provide necessary business logic requirements, content assets, brand guidelines, and milestone sign-offs within agreed project timeframes.
Access & Credentials: Safe provision of staging server access, domain DNS control, or third-party API credentials necessary for integration testing.
Designated Lead: Client shall designate an authorized Project Sponsor or Lead with decision-making authority for milestone approvals and scope variations.

Guaranteed responsiveness for managed technology clients

04. Service Level Commitments & Support SLAs

SERVICE LEVELS

Critical Priority (P1 - Complete System Outage): Initial response within 15 minutes; active engineering resolution within 2 hours.
Major Priority (P2 - Core Feature Impairment): Initial response within 1 hour; active resolution within 6 hours.
Standard Requests (P3/P4 - Routine Updates & Enquiries): Response within 4 business hours; resolution within agreed release windows.
Proactive Monitoring: 24/7 automated monitoring of server resource utilization, database IOPS, disk thresholds, and SSL certificate validity.

Transparent invoicing structured around verified milestones

05. Billing, Milestone Invoicing & Commercial Terms

COMMERCIAL BILLING

Milestone Payments: Software development projects are structured with milestone payments (e.g. Discovery & Architecture, Core Build, User Acceptance Testing, and Production Launch).
Settlement Currencies: Invoices are payable in Nigerian Naira (NGN) or agreed foreign currency (USD/GBP/EUR) via corporate bank wire.
Applicable Taxes: Invoices include statutory Value Added Tax (VAT) and withholding tax provisions in accordance with Nigerian tax legislation.

Equitable liability parameters and arbitration procedures

06. Limitation of Liability & Lagos Jurisdiction

LEGAL JURISDICTION

Liability Cap: NewChild's aggregate commercial liability for any claim arising out of an engagement is limited to the total fees paid by the client under the applicable SOW in the preceding 6 months.
Consequential Loss: Neither party shall be liable for indirect, consequential, or punitive damages, including loss of profits or anticipated savings.
Governing Law: These terms are governed by the laws of the Federal Republic of Nigeria. Any dispute that cannot be resolved amicably within 30 days shall be referred to arbitration in Lagos, Nigeria under the Arbitration and Mediation Act 2023.

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