Effective Date: 12/07/2026
Last Updated: 17/07/2026
These Terms and Conditions ("Terms") govern access to and use of the website, software, applications, artificial intelligence solutions, data science services, consulting services, training programmes, cloud-based services, digital platforms, and all other products and services (collectively, the "Services") provided by Brainydaps Technology Limited ("Brainydaps", "Company", "we", "our" or "us").
These Terms constitute a legally binding agreement between Brainydaps and every individual, company, institution, government agency or other entity ("Client", "Customer", "User", "you" or "your") who accesses our website or procures our Services.
By accessing our website, requesting our Services, signing a proposal or Statement of Work
("SOW"), creating an account, making payment, clicking "I Agree", or otherwise using any Service provided by Brainydaps, you acknowledge that you have read, understood and agree to be legally bound by these Terms.
If you are accepting these Terms on behalf of a company, government agency or other legal entity, you warrant that you possess the legal authority to bind that entity to these Terms. If you do not possess such authority, you must not use or procure the Services.
Unless the context otherwise requires:
"Affiliate" means any company controlling, controlled by or under common control with Brainydaps.
"Artificial Intelligence" or "AI" means any machine-learning model, algorithm, neural network, generative AI system, predictive analytics engine, intelligent automation tool or similar technology developed, licensed or deployed by Brainydaps.
"Client Data" means every dataset, document, file, image, software, database, content, information or material supplied by the Client.
"Confidential Information" means all non-public business, commercial, financial, technical or proprietary information disclosed by either party.
"Deliverables" means reports, software, applications, dashboards, models, APIs, documentation, training materials, source code (where expressly agreed), analyses and all work products produced under an engagement.
"Intellectual Property Rights" include copyrights, patents, trademarks, industrial designs, database rights, trade secrets, know-how and every other proprietary right recognised under applicable law.
"Proposal" means any quotation, proposal, engagement letter, invoice or Statement of Work accepted by both parties.
"Services" include without limitation AI engineering, software development, machine learning, data science solutions, analytics, digital transformation consulting, technical advisory services, training, research, support and maintenance.
You represent and warrant that:
(a) you are at least eighteen (18) years old;
(b) you possess legal capacity to enter into binding contracts;
(c) all information supplied to Brainydaps is accurate and complete;
(d) your use of the Services does not violate any applicable law;
(e) where acting for an organisation, you possess full authority to bind that organisation.
Brainydaps reserves the right to refuse Services where these conditions are not satisfied.
Brainydaps is a technology company specialising in:
- Artificial Intelligence Engineering;
- Data Science and Advanced Analytics;
- Machine Learning Solutions;
- Business Intelligence;
- Predictive Analytics;
- Custom AI Software Development;
- Enterprise Digital Transformation;
- AI Integration into Existing Systems;
- Cloud-Based Technology Solutions;
- Corporate Technology Training (Tutoring)
- Research and Innovation;
- Technical Consultancy;
- Other technology-related professional services.
The precise scope of every engagement shall be governed by an accepted Proposal or Statement of Work.
Nothing contained on our website shall be construed as creating an obligation upon Brainydaps to undertake any engagement until accepted in writing.
Every project shall ordinarily be governed by a Statement of Work or Proposal specifying:
- project scope;
- objectives;
- milestones;
- timelines;
- deliverables;
- pricing;
- payment schedule;
- assumptions;
- client responsibilities;
- acceptance criteria;- project duration; - support obligations.
Where there is inconsistency between these Terms and a duly executed Statement of Work, the Statement of Work shall prevail only to the extent of the inconsistency.
The Client agrees to:
- provide complete, accurate and lawful information;
- provide timely access to personnel, facilities, software, infrastructure and systems reasonably required for performance;
- appoint an authorised project representative capable of making binding decisions;
- review deliverables promptly;
- provide approvals within agreed timelines;
- maintain adequate backups of all information;
- ensure that all data supplied has been lawfully obtained;
- obtain all required licences and third-party permissions;
- cooperate reasonably throughout the engagement.
Brainydaps shall not be responsible for delays resulting from the Client's failure to fulfil these obligations.
Unless otherwise agreed in writing:
Invoices become due on the payment date stated therein.
Failure to pay any invoice when due may result in:
- suspension of Services;
- withholding of Deliverables;
- suspension of support;
- suspension of software licences;
- termination of the engagement.
Brainydaps reserves the right to charge interest on overdue sums at the maximum rate permitted by Nigerian law together with reasonable legal fees and recovery costs incurred in collecting outstanding amounts.
Unless otherwise expressly agreed, all fees paid are non-refundable.
The Client shall remain responsible for all applicable taxes, levies, duties and statutory charges except taxes imposed directly upon Brainydaps' income.
Any request that materially alters:
- project scope;
- specifications;
- functionality;
- deliverables;
- milestones;
- implementation schedule; or- resource allocation, shall constitute a Change Request.
Brainydaps may revise pricing, timelines and resource commitments accordingly.
No Change Request shall become effective until approved in writing by both parties.
Brainydaps retains absolute ownership of:
- proprietary software;
- source code unless expressly assigned;
- AI models;
- machine learning algorithms;
- neural networks;
- templates;
- APIs;
- frameworks;
- methodologies;
- scripts;
- know-how;
- trade secrets;
- documentation;
- proprietary libraries;
- internal tools;
- reusable components;
- inventions;
- improvements;
- research;
- designs;
- databases;
- trademarks;
- logos; and
- all Intellectual Property Rights existing before, during or after an engagement unless expressly assigned in writing.
Subject to full payment of all applicable fees, Brainydaps grants the Client a limited, nonexclusive, non-transferable and revocable licence to use Deliverables solely for the Client's internal business purposes.
The Client shall not:
- reverse engineer;
- decompile;
- copy;
- modify;
- sublicense;
- distribute;
- resell;
- commercialise; or
- create derivative works fromany proprietary Brainydaps technology without prior written consent.
Nothing contained in these Terms transfers ownership of Brainydaps Intellectual Property.
The Client retains ownership of Client Data.
The Client warrants that it possesses every necessary legal right to provide such data to Brainydaps.
The Client indemnifies Brainydaps against every claim arising from unlawful collection, processing, disclosure or use of Client Data.
Brainydaps shall process Client Data solely for purposes connected with providing the Services and in accordance with applicable law.
Brainydaps may create anonymised and aggregated statistical information that cannot reasonably identify the Client for purposes including service improvement, benchmarking, analytics, research and development.
The Client acknowledges that Artificial Intelligence systems generate outputs based upon probabilities, statistical modelling and machine learning techniques.
Accordingly:
- AI-generated outputs may contain inaccuracies;
- outputs may require human verification;
- results are not guaranteed;
- Brainydaps does not warrant that AI outputs will always be complete, accurate or error-free;
- Clients remain solely responsible for reviewing, validating and approving all outputs before relying upon them.
Brainydaps shall not be liable for decisions made solely in reliance upon AI-generated outputs without independent verification.
Each party agrees to keep confidential all Confidential Information received from the other.
Confidential Information shall not be disclosed except:
- with prior written consent;
- where required by law;
- pursuant to a court order;
- to professional advisers under duties of confidentiality.
These obligations survive termination of every engagement for five (5) years or for such longer period as required by applicable law.
Upon request, Confidential Information shall be returned or securely destroyed unless retention is required by law.
Brainydaps warrants that it shall perform Services using reasonable skill, care and professional diligence consistent with accepted industry standards.
Except as expressly stated in these Terms, every Service, Deliverable, website, software application, AI model, report, recommendation and platform is provided on an "AS IS" and "AS AVAILABLE" basis.
Brainydaps expressly disclaims every implied warranty including warranties of merchantability, fitness for a particular purpose, uninterrupted availability and non-infringement to the fullest extent permitted by law.
Brainydaps does not warrant that Services will be uninterrupted or entirely free from errors, malware, cyberattacks or other technological limitations.
To the fullest extent permitted by applicable law, Brainydaps shall not be liable for:
- indirect losses;
- consequential losses;
- special damages;
- punitive damages;
- exemplary damages;
- loss of revenue;
- loss of profits;
- loss of goodwill;
- business interruption;
- corruption of data;
- loss of anticipated savings;
- cyber incidents beyond our reasonable control; or
- reliance upon AI-generated recommendations.
Brainydaps' aggregate liability arising from any engagement shall not exceed the total amount actually paid by the Client for the specific Services giving rise to the claim.
Nothing in these Terms excludes liability that cannot lawfully be excluded under Nigerian law.
Either party may terminate an engagement by written notice where:
- the other party commits a material breach and fails to remedy such breach within thirty (30) days after written notice;
- insolvency proceedings commence;
- fraudulent conduct occurs;
- continued performance becomes unlawful.
Upon termination:
- all unpaid invoices immediately become due;
- licences granted may terminate unless otherwise agreed;
- Confidential Information shall be returned or destroyed;
- accrued rights remain enforceable.
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
The parties shall first endeavour to resolve disputes through good-faith negotiations.
Where negotiations fail within thirty (30) days, the parties may refer the dispute to mediation.
If mediation is unsuccessful, the dispute shall be finally resolved by arbitration seated in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, 2023.
Nothing in this clause prevents either party from seeking urgent injunctive or preservative relief before a court of competent jurisdiction.
Neither party shall be liable for delay or failure to perform arising from events beyond its reasonable control, including natural disasters, epidemics, acts of government, labour disputes, internet failures, cyberattacks, civil unrest, terrorism or failures of public utilities.
No waiver shall be effective unless made in writing.
If any provision is held invalid, the remaining provisions shall remain enforceable.
Brainydaps may amend these Terms by publishing updated Terms on its website.
These Terms, together with every applicable Proposal, Statement of Work and incorporated policy, constitute the entire agreement between the parties.
Nothing contained herein creates a partnership, joint venture, agency or employment relationship.
No assignment by the Client shall be effective without Brainydaps' prior written consent.
Provisions relating to intellectual property, confidentiality, payment obligations, limitation of liability, indemnity and dispute resolution shall survive termination.
Brainydaps Technology Limited
Registered Office: 7B, Royalty road, Ikota Villa, Ikota, Lekki, Lagos, Nigeria
Email: support(at)brainydaps.com
Website: https://www.brainydaps.com
Telephone: +234 704 297 5478
By accessing our website or engaging our Services, you acknowledge that you have read, understood and agreed to be bound by these Terms and Conditions.