1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the website operated by Baulxz Consultancy Limited ("Baulxz," "we," "our," or "us") and the consultancy services we provide. By accessing our website, requesting a proposal, or engaging us, you ("you" or the "Client") agree to be bound by these Terms. If you do not agree, you must not use our website or engage our services.

2. About Us and Our Services

Baulxz Consultancy Limited is a consultancy firm offering the following services:

• Mobile application development

• Web application development

• Cybersecurity solutions

• ICT infrastructure installations

• Market penetration and business development

• Human resource recruitment and training

Specific engagements are governed by a separate written agreement, statement of work, or proposal ("Service Agreement") that we sign with the Client. These Terms apply in addition to any Service Agreement. Where there is a conflict between these Terms and a signed Service Agreement, the Service Agreement prevails for that engagement.

3. Engagements and Scope of Work

Services are delivered in accordance with the scope, deliverables, timelines, and fees set out in the applicable Service Agreement. Any change to scope must be agreed in writing through a written change order or amendment, which may affect fees and timelines.

4. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide complete, accurate, and timely information, materials, and access to systems or facilities reasonably required.

• Designate authorized representatives to give instructions, approvals, and feedback.

• Review and respond to deliverables, requests, or queries within reasonable timeframes.

• Ensure you have all necessary rights, licenses, and consents for any content, data, or systems you share with us.

• Comply with all applicable laws and regulations relating to your use of the Services and any deliverables.

Delays or omissions on your part may affect timelines, deliverables, and fees, and we shall not be liable for any resulting impact.

5. Fees and Payment

Fees, payment milestones, and reimbursable expenses are set out in the applicable Service Agreement. Unless otherwise agreed in writing, invoices are payable within thirty (7) days of the invoice date. We reserve the right to charge interest on overdue amounts at a rate of one and a half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower. All fees are exclusive of applicable taxes, levies, and duties, which shall be borne by the Client. We may suspend Services if invoices remain unpaid beyond the agreed payment period.

6. Intellectual Property

Subject to full payment of all applicable fees, we assign to the Client the intellectual property rights in the bespoke deliverables we create specifically for the Client under a Service Agreement ("Client Deliverables"), unless otherwise specified.

We retain all rights, title, and interest in our pre-existing materials, methodologies, tools, frameworks, templates, know-how, and any general improvements or derivatives developed in the course of providing the Services ("Background IP"). We grant the Client a non-exclusive, non-transferable licence to use our Background IP solely to the extent necessary to use the Client Deliverables for their intended purpose.

Third-party components (including open-source software) included in any deliverable are licensed under their respective terms, which we will disclose where reasonably practicable.

7. Confidentiality

Each party agrees to keep confidential, and not to use or disclose other than for the purposes of the engagement, any non-public information disclosed by the other party that is identified as confidential or that ought reasonably to be treated as confidential ("Confidential Information"). This obligation does not apply to information that is publicly available, independently developed, lawfully obtained from a third party without restriction, or required to be disclosed by law. Confidentiality obligations survive termination of the engagement.

8. Service-Specific Acknowledgements

You acknowledge and agree that:

• Cybersecurity: No security solution can guarantee complete protection against all threats. We will apply reasonable skill and care and follow industry-recognized practices, but we do not warrant that systems will be free from vulnerabilities, attacks, or unauthorized access.

• ICT installations: Performance of installed infrastructure depends on third-party hardware, software, network conditions, and environmental factors outside our control, for which we are not responsible.

• Recruitment and training: We facilitate the recruitment and training process. The Client is solely responsible for hiring decisions, employment terms, and the ongoing management and retention of any candidate. We do not warrant a candidate's continued performance, suitability, or duration of employment.

• Market penetration and business development: Strategic recommendations are advisory in nature. Business outcomes depend on factors outside our control, and we do not warrant any particular commercial result.

9. Warranties and Disclaimers

We warrant that the Services will be performed with reasonable skill, care, and diligence consistent with prevailing industry standards. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SERVICE AGREEMENT, OUR SERVICES, DELIVERABLES, AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, business, goodwill, or anticipated savings, however caused.

• Our total aggregate liability arising out of or in connection with an engagement shall not exceed the total fees paid by the Client to us under that engagement during the twelve (12) months preceding the event giving rise to the claim.

• Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for fraud, gross negligence, or willful misconduct.

11. Indemnification

The Client agrees to indemnify, defend, and hold harmless Baulxz, its directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) the Client's breach of these Terms or a Service Agreement; (b) the Client's misuse of any deliverable; (c) any content, data, or instructions provided by the Client that infringe a third party's rights or violate applicable law; or (d) the Client's negligence or willful misconduct.

12. Term and Termination

These Terms apply for as long as you use our website or engage our Services. A Service Agreement remains in effect until completion of the Services or earlier termination in accordance with its terms. Either party may terminate an engagement immediately on written notice if the other party materially breaches the agreement and fails to remedy the breach within thirty (30) days of written notice, or becomes insolvent. Upon termination, the Client shall pay all fees and expenses accrued up to the effective date of termination, and provisions intended to survive termination (including confidentiality, intellectual property, liability, and governing law) shall continue in force.

13. Data Protection and Privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Each party shall comply with the Nigeria Data Protection Act, 2023 and any other applicable data protection laws in connection with personal data processed under an engagement.

14. Third-Party Services and Links

Our Services and website may incorporate or link to third-party platforms, software, or services. We are not responsible for the content, availability, security, or performance of any third-party services, and your use of them is subject to their own terms and policies.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental action, labour disputes, power or telecommunications failures, or interruptions of internet service. The affected party shall promptly notify the other and use reasonable efforts to resume performance.

16. Governing Law and Dispute Resolution

These Terms and any engagement are governed by the laws of the Federal Republic of Nigeria. The parties shall first attempt in good faith to resolve any dispute through negotiation. If a dispute cannot be resolved within thirty (30) days of written notice, it shall be referred to arbitration in Abuja in accordance with the Arbitration and Mediation Act, 2023, by a sole arbitrator appointed by mutual agreement. The decision of the arbitrator shall be final and binding. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a competent court.

17. General Provisions

• Entire agreement: These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between the parties on the subject matter and supersede all prior understandings.

• Amendments: We may update these Terms from time to time. The updated version takes effect when posted on our website. Material changes will be brought to your attention through reasonable means.

• Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect.

• Waiver: A failure or delay in enforcing any right under these Terms is not a waiver of that right.

• Assignment: You may not assign these Terms or any Service Agreement without our prior written consent. We may assign our rights and obligations to an affiliate or successor.

• Notices: Notices shall be in writing and sent to the contact details set out in the applicable Service Agreement or, for general enquiries, to the contact details below.

• Independent contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18. Contact Us

If you have questions about these Terms or wish to discuss an engagement, please contact us via the contact us form or through any of the mediums listed on our platform.