Terms & Conditions and Purchase Policy

These Terms & Conditions ("Terms") govern the purchase, delivery, and use of the Workboard software ("the Software") supplied by Emino Digital Technologies Ltd. ("EDT", "we", "us") to the purchasing organization ("Client", "you"). By completing payment for the Software, the Client agrees to be bound by these Terms in full.

1. Definitions

• "Software" refers to the Workboard application, including its source code, database schema, configuration files, and associated assets, as delivered to the Client.
• "Client Instance" refers to the specific copy of the Software delivered to and deployed for the Client under this purchase.
• "Setup Services" refers to the deployment, configuration, and handover work performed by EDT to make the Client Instance operational.
• "Authorized Use" refers to use of the Software by the Client's own personnel for the Client's own internal business operations.

2. Grant of Rights

Upon full payment of the applicable Software fee, EDT grants the Client a non-exclusive, non-transferable right to use, run, modify, and internally extend the Client Instance for the Client's own internal business operations, for so long as the Client wishes to operate it.

This grant includes delivery of the full source code of the Client Instance. Ownership of the delivered copy's files transfers to the Client; however, the underlying intellectual property, design, and architecture of the Software remain the property of EDT, as set out in Section 6.

3. Restrictions

The rights granted in Section 2 are subject to the following restrictions. The Client shall NOT, and shall not permit any third party to:

• Resell, sublicense, lease, or otherwise distribute the Software, in whole or in part, to any third party;
• Repackage, rebrand, or offer the Software (or any derivative of it) as a commercial product or service to others;
• Transfer the Software to another organization without EDT's prior written consent;
• Remove, obscure, or alter any proprietary notices contained within the Software.

EDT retains the unrestricted right to license, sell, and deploy the Software (including substantially similar or identical codebases) to other clients, without limitation. This purchase does not grant the Client exclusivity over the Software or its design.

4. Delivery & Setup Services

• The Software will be delivered electronically and/or deployed directly to infrastructure designated by the Client.
• Setup Services cover initial deployment configuration, domain and hosting connection, environment setup, and a handover walkthrough for the Client's team.
• Setup Services are limited to the scope described at the time of purchase. Any work beyond this scope (custom feature development, data migration, third-party integrations not originally agreed) will be quoted and invoiced separately.
• The Client is responsible for providing timely access to any hosting, domain, or third-party accounts required to complete setup.

5. Fees & Payment

• The Software fee and Setup fee are one-time charges, payable in full before delivery and setup commence, unless otherwise agreed in writing.
• Payment is accepted via the bank details provided on the corresponding invoice.
• Fees are non-recurring; there is no subscription obligation for continued use of the Client Instance.
• Fees are exclusive of any applicable taxes, which remain the Client's responsibility where applicable.

6. Intellectual Property

All intellectual property rights in the Software's design, architecture, source code structure, branding, and underlying methodology remain the exclusive property of Emino Digital Technologies Ltd. The Client's purchase conveys a right to use and hold a copy of the Software as set out in Section 2 — it does not transfer, assign, or waive EDT's underlying intellectual property rights.

Any modifications the Client makes to their own Client Instance after delivery belong to the Client, but do not affect EDT's ownership of the original Software's underlying design and architecture.

7. Warranty & Disclaimer

EDT warrants that the Software, as delivered and set up, will function substantially as described at the point of sale. Beyond this, the Software is provided "as is." EDT makes no warranty that the Software will be uninterrupted, error-free, or fit for any purpose beyond its documented features, and disclaims all implied warranties to the fullest extent permitted by law.

8. Limitation of Liability

To the fullest extent permitted by law, EDT's total liability arising from or relating to the Software or these Terms shall not exceed the total amount paid by the Client for the Software and Setup Services. EDT shall not be liable for indirect, incidental, or consequential damages, including loss of profits, data, or business opportunity, arising from use of the Software.

9. Support & Maintenance

The Setup fee covers initial deployment only and does not include ongoing maintenance, updates, or support. Post-handover support, monitoring, and maintenance are available separately under a maintenance retainer agreement, details of which can be provided on request.

10. Termination

EDT reserves the right to suspend Setup Services if payment is not received as agreed. Once the Software has been fully delivered and paid for, the Client's right to use their Client Instance under Section 2 survives indefinitely, subject to continued compliance with the Restrictions in Section 3. Any breach of Section 3 entitles EDT to pursue all remedies available under law, including injunctive relief.

11. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other party in connection with this purchase, and to use such information solely for purposes related to the Software.

12. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising from these Terms shall first be addressed through good-faith negotiation between the parties, and failing resolution, shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

13. Entire Agreement

These Terms, together with the applicable invoice, constitute the entire agreement between the Client and EDT regarding the Software, and supersede any prior discussions or understandings on the subject.

14. Contact

Questions regarding these Terms should be directed to Emino Digital Technologies Ltd. through the contact details provided on the corresponding invoice or the EDT website.