Terms of Service

These Terms of Service ("Terms") govern access to and use of the website at mathrly.com.ng and any services provided by Mathrly ("Mathrly", "we", "us" or "our"). By using our website or engaging our services, you ("you", "Client") agree to these Terms. These Terms are governed by the laws of the Federal Republic of Nigeria.

1. About these Terms

These Terms apply to: (a) general use of our website and (b) any free consultation or initial discussion. Paid engagements (software, web, mobile, infrastructure, consultancy or AI integration work) are governed by a separate written Statement of Work ("SOW") or Services Agreement. In case of conflict, the SOW takes precedence over these Terms.

2. Eligibility

You confirm that you are at least 18 years old and have the legal authority to enter into agreements on behalf of yourself or the entity you represent.

3. Use of the website

You agree to use our website lawfully and not to:

• Attempt to gain unauthorized access to any system, network or data.
• Introduce viruses, malware or other harmful code.
• Scrape, copy or republish substantial portions of our content without consent.
• Use our site or services in violation of the Cybercrimes (Prohibition, Prevention) Act, 2015 or any other applicable law.

4. Intellectual property

All website content — including the Mathrly name, logo, marks, text, graphics and code — is owned by Mathrly or licensed to us, and is protected under Nigerian copyright and intellectual property laws. You may not reproduce, distribute or create derivative works without prior written consent.

For paid engagements, ownership of deliverables is governed by the relevant SOW. Mathrly retains ownership of pre-existing tools, frameworks and know-how used in delivery.

5. Services

Our services may include software development, web and mobile applications, IT consultancy, IT infrastructure and AI integration. The specific scope, fees, timeline, deliverables, acceptance criteria and payment terms for any engagement will be set out in a written SOW signed by both parties.

6. Fees and payment

Where applicable, fees and payment terms will be defined in the SOW. Unless stated otherwise: (a) invoices are payable within fourteen (14) days; (b) overdue amounts may attract interest at a reasonable commercial rate; (c) all fees are exclusive of applicable taxes (including VAT under Nigerian law), which are payable by the Client.

7. Client responsibilities

• Provide timely access to information, systems and decision-makers required to deliver the services.
• Ensure that all data, content and credentials shared with us are lawful and that you have the right to share them.
• Review deliverables within agreed timeframes; failure to do so may delay the project and adjust the timeline accordingly.

8. Confidentiality

Each party agrees to keep confidential any non-public information received from the other in connection with the engagement, and to use it only for the purposes of the engagement. This obligation continues for two (2) years after the engagement ends, except where information becomes public through no fault of the receiving party or is required to be disclosed by law.

9. Data protection

Each party will comply with the Nigeria Data Protection Act, 2023 (NDPA) and the NDPR in respect of any personal data processed in connection with the engagement. Where Mathrly processes personal data on the Client's behalf, the Client is the data controller and Mathrly is the data processor; further terms may be agreed in a Data Processing Addendum.

10. Warranties & disclaimers

We will perform our services with reasonable skill and care consistent with industry standards. Except as expressly stated in a signed SOW, the website and any free materials are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by Nigerian law.

We do not warrant that the website will be uninterrupted, error-free or secure, or that the results obtained from using our services will meet your specific requirements.

11. Limitation of liability

To the maximum extent permitted by Nigerian law:

• Mathrly's total aggregate liability arising out of or in connection with these Terms or any engagement shall not exceed the total fees paid by the Client to Mathrly under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim. For website use without a paid engagement, our liability shall not exceed NGN 50,000.
• In no event shall Mathrly be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, data, business or goodwill — whether arising in contract, tort or otherwise — even if advised of the possibility of such damages.
• Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded under Nigerian law (including liability for death, personal injury caused by negligence or fraud).

12. Indemnification

You agree to indemnify and hold Mathrly, its officers, employees and contractors harmless from any claim, loss or expense (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) content, data or instructions you provide; or (c) your use of any deliverable in violation of law or third-party rights.

13. Termination

We may suspend or terminate your access to our website at any time without notice if you breach these Terms. Termination of paid engagements is governed by the relevant SOW. Sections of these Terms that by their nature should survive termination (including IP, confidentiality, liability and governing law) will continue to apply.

14. Force majeure

Neither party will be liable for failure or delay caused by events beyond reasonable control, including acts of God, government actions, civil unrest, strikes, internet or power outages, or epidemics. The affected party will resume performance as soon as reasonably practicable.

15. Governing law & dispute resolution

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties will first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days, it shall be referred to arbitration under the Arbitration and Mediation Act, 2023, with arbitration seated in Lagos, Nigeria and conducted in English. Either party may seek interim relief from a competent Nigerian court.

16. Changes to these Terms

We may update these Terms from time to time. Continued use of our website after changes are posted constitutes acceptance of the updated Terms. The "Last updated" date at the top reflects the most recent version.

17. Contact

For questions about these Terms, contact:

Mathrly
Email: Mathrly2026@gmail.com
Website: mathrly.com.ng