Terms of Service

1. Engagement Overview & Legal Identity

These Terms of Service ("Terms") constitute a legally binding agreement between your organization ("Client", "you", or "your") and WEAVEWELL INDUSTRIES LIMITED (trading as Masanawa, "we", "us", or "our"), incorporated under the Companies and Allied Matters Act 2020 on September 12, 2023 (Company Registration No. RC-7135081, Tax Identification Number: 31520597-0001), maintaining its registered corporate office at No 17, Mangal Plaza, Opposite Kofar Kwaya Underpass, Katsina, Katsina State, Nigeria and operations office at No 1 Kaita Kambarawa, Kwado Area, Katsina, Katsina State, Nigeria.

By engaging Masanawa for software engineering, UI/UX design, technical consultancy, or related services, or by executing a Statement of Work (SOW), you agree to be bound by these Terms.

2. Services & Statements of Work (SOW)

All engineering engagements are governed by individual Statements of Work (SOW) or Service Agreements that define:

• Specific technical requirements and project scope.
• Milestone deliverables, acceptance criteria, and sprint schedules.
• Commercial fees, accepted currencies, and payment milestone triggers.

3. Intellectual Property (IP) Transfer & Ownership

100% Client Ownership Guarantee: Upon full settlement of invoices corresponding to each completed project milestone, WEAVEWELL INDUSTRIES LIMITED unconditionally assigns to the Client all worldwide rights, title, and interest in and to the custom deliverables, source code, database architectures, graphics, and documentation specifically created under the applicable SOW.

Pre-Existing Tools & Libraries: To the extent deliverables incorporate open-source libraries (e.g. React, Next.js, MIT/Apache licensed packages) or proprietary utility libraries owned by Masanawa, we grant you a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and sublicense such components as incorporated into the final software product.

4. Commercial Terms, Invoicing & Payments

Accepted Currencies: Invoices may be issued and settled in US Dollars (USD), Euros (EUR), British Pounds (GBP), Nigerian Naira (NGN), or Canadian Dollars (CAD) as specified in your SOW.

Milestone Billing Mechanics:

• Commitment Deposit: An initial deposit (typically 25% to 35%) is payable upon contract execution prior to sprint commencement.
• Staging Milestones: Intermediate progress payments are released upon verification of functional software deployed to designated staging environments.
• Final Production Handover: The final balance is due upon successful zero-downtime deployment to production infrastructure and repository handover.

Payment Gateway Processing: Card payments are securely authorized and tokenized through certified PCI-DSS Level 1 payment processors. Bank wires (ACH, SWIFT, SEPA) must reference corporate registration number RC-7135081 and the corresponding corporate invoice number.

5. Client Responsibilities & Acceptance Periods

The Client agrees to provide timely feedback, necessary credentials, and domain assets required for development. Upon notification that a milestone deliverable is available on staging, the Client has ten (10) business days ("Acceptance Window") to inspect and report any discrepancies against the SOW specifications. If no defects are submitted within this period, the deliverable is deemed accepted.

6. Confidentiality & Non-Disclosure (NDA)

Both parties agree to protect and maintain the confidentiality of all proprietary business, financial, and technical information disclosed during the engagement. Confidential Information shall not be disclosed to any third party without prior written consent, except to employees or contractors bound by equivalent non-disclosure obligations.

7. Warranties & Limitation of Liability

We warrant that all custom software will be delivered in a professional, workmanlike manner adhering to modern engineering standards and will operate without material defect for sixty (60) to ninety (90) days following production sign-off.

Except for breaches of confidentiality or gross negligence, neither party's liability under any SOW shall exceed the total fees paid by Client under that specific SOW in the twelve (12) months preceding the claim.

8. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any controversy or claim arising out of or relating to these Terms shall first be submitted to good-faith executive mediation before formal arbitration under the Arbitration and Mediation Act 2023.