Terms & Conditions

Last updated: May 2026

1. Introduction

These Terms and Conditions ("Terms") form a legally binding agreement between Entitude Agency Limited ("Entitude", "we", "our", "us") and you ("Client", "User", "you") whenever you visit our websites at entitude.com, engage our professional services, or use any of our products including Skedula, Ordaly, and Entitude WordPress Plugins. By accessing, browsing or using any part of our services you confirm that you have read, understood and agreed to be bound by these Terms.

2. Definitions

• "Services" means digital design, IT services, digital marketing, SEO, cybersecurity, training and any related professional services provided by Entitude.
• "Products" means Entitude-owned software including Skedula Smart AI Booking, Ordaly Smart Digital Menu and Entitude WordPress Plugins.
• "Deliverables" means any work product, code, designs, documents, reports or assets created for the Client under a Statement of Work (SOW).
• "Confidential Information" means any non-public information shared between parties marked confidential or that a reasonable person would treat as confidential.

3. Eligibility & Account Registration

You must be at least 18 years old and capable of entering a binding contract under Nigerian law. When you create an account, you agree to provide accurate, current and complete information and to keep your credentials secure. You are responsible for all activity that occurs under your account and must notify us immediately of any unauthorised use.

4. Engagement & Statements of Work

Each professional engagement is governed by these Terms together with a Statement of Work (SOW), proposal or signed quotation describing the scope, timelines, milestones, fees and acceptance criteria. In the event of a conflict, the SOW prevails for project-specific matters; these Terms govern all other matters. Any change to the agreed scope must be documented through a written Change Request signed by both parties.

5. Fees, Invoicing & Payment

• Fees are quoted in Nigerian Naira (NGN) or US Dollars (USD) and are exclusive of VAT and withholding taxes unless stated otherwise.
• Project engagements typically require a 50% mobilisation deposit, with the balance billed against agreed milestones.
• Retainers, subscriptions and SaaS plans are billed monthly or annually in advance and renew automatically unless cancelled before the renewal date.
• Invoices are payable within 14 days of issue. Late payments may attract interest at 1.5% per month and may result in suspension of services.
• Domain, hosting, third-party licences, paid media spend and other reimbursable costs are billed at cost plus an administration fee where applicable.

6. Client Responsibilities

To enable us to deliver on time, the Client agrees to:

• Provide timely access to brand assets, content, credentials, stakeholders and decision-makers.
• Review deliverables and provide consolidated feedback within agreed review windows (typically 5 business days).
• Ensure that all materials supplied to Entitude are accurate, lawful and do not infringe the rights of any third party.
• Maintain backups of any data held outside Entitude-managed environments.

7. Intellectual Property

Upon receipt of full payment, the Client receives a perpetual, worldwide licence to use the final approved Deliverables for their intended business purpose. Entitude retains ownership of all pre-existing tools, frameworks, libraries, methodologies and know-how used to create the Deliverables, as well as the right to use anonymised case-study references. Entitude Products (Skedula, Ordaly, WordPress Plugins) are licensed under separate end-user licence terms and remain the exclusive property of Entitude.

8. Acceptable Use

You agree not to:

• Use our services for any unlawful, fraudulent, defamatory, obscene or harmful purpose.
• Attempt to gain unauthorised access to our systems, accounts or networks, or interfere with their operation.
• Reverse engineer, decompile or attempt to derive the source code of our Products, except where permitted by law.
• Resell, sublicense or repackage our Services or Products without prior written consent.
• Upload viruses, malware or any code designed to disrupt, damage or limit functionality.

9. Confidentiality

Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own, and not less than a reasonable standard. Confidentiality obligations survive termination for a period of five (5) years. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known beforehand, or is required to be disclosed by law or competent authority.

10. Data Protection & Privacy

We process personal data in accordance with the Nigeria Data Protection Act (NDPA) 2023, the Nigeria Data Protection Regulation (NDPR), and where applicable, the EU General Data Protection Regulation (GDPR). Full details are available in our Privacy Policy and Data Protection Policy.

11. Third-Party Services

Our services may rely on third-party platforms (e.g. AWS, Cloudflare, Google, Meta, WordPress, payment processors). While we select reputable providers, we are not responsible for their availability, terms or actions. Use of those services is subject to the provider's own terms and policies.

12. Warranties & Disclaimers

Entitude warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly stated, all services and products are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that services will be uninterrupted, error-free, or completely secure.

13. Limitation of Liability

14. Indemnification

The Client agrees to indemnify, defend and hold harmless Entitude, its directors, employees and partners from any claim, loss or expense arising out of: (a) the Client's use of services in violation of these Terms; (b) any content or materials provided by the Client; or (c) the Client's breach of any applicable law or third-party right.

15. Suspension & Termination

Either party may terminate an engagement for material breach if the breach is not cured within fourteen (14) days of written notice. Entitude may suspend or terminate access immediately for non-payment, security risk, or violation of the Acceptable Use clause. On termination, the Client shall pay for all work performed and reimbursable costs incurred up to the effective date of termination.

16. Force Majeure

Neither party will be liable for failure or delay caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet or power outages, or third-party platform failures.

17. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties shall first attempt to resolve any dispute amicably within thirty (30) days. Unresolved disputes shall be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, before a single arbitrator appointed by mutual agreement.

18. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, technology or law. Material changes will be notified by email or by a prominent notice on our website at least fourteen (14) days before they take effect. Continued use after the effective date constitutes acceptance.

19. Contact Us

For any questions about these Terms or to give notice under them, contact: