Terms of Service

These Terms of Service (the "Terms") are a legal agreement between you and Zulaiy Technologies LLC, a limited liability company organized under the laws of the State of Delaware, United States ("Zulaiy", "we", "us"). They govern your use of zulaiy.com and everything we sell. By using this website, buying from us, subscribing to one of our products, or accepting an engagement, you agree to them.

Contents

• Part A: General terms: Apply to everything we sell
• Part B: Consulting engagements: Project work under a Statement of Work
• Part C: Software subscriptions: Recurring plans, trials and renewals
• Part D: Digital products: One-time electronic purchases
• Part E: Mobile applications: Apps distributed through app stores

Part A: General terms

A1. What we sell

Zulaiy is a technology company with four revenue lines. All of them are billed by the entity named above:

• Consulting and engineering engagements: project-based AI strategy, data, ML/LLM and software delivery work, priced per engagement. See Part B.
• Software subscriptions: hosted products sold on recurring monthly or annual plans, each on its own domain. See Part C.
• Digital products: one-time purchases delivered electronically. See Part D.
• Mobile applications: apps published to the Apple App Store and Google Play. See Part E.

We do not sell physical goods, and we ship nothing. We do not sell financial products, investment advice, legal advice or medical advice, and nothing on this website or in our products should be treated as any of those.

A2. Eligibility

You must be at least 18 and able to form a binding contract. If you are agreeing on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.

A3. Acceptable use

You may not use this website, our products or our services to:

• break the law, infringe anyone's rights, or help someone else do either;
• distribute malware, attempt unauthorised access to any system, probe or load-test our infrastructure without written permission, or circumvent usage limits, authentication or billing;
• resell, sublicense or white-label a product except under a written agreement with us;
• scrape or automate against our systems in a way that degrades them for others;
• build or operate systems for unlawful surveillance, unlawful discrimination, or the generation of deceptive content presented as genuine; or
• upload content you have no right to upload, or personal data you have no lawful basis to share with us.

We may suspend access immediately where we reasonably believe this clause is being breached or where continued access presents a security risk, and will tell you why as soon as we safely can. We may decline or end any engagement whose purpose we judge to be unlawful, deceptive or harmful.

A4. Accounts and security

Where a product requires an account, you are responsible for the accuracy of the details you give, for keeping credentials secret, and for activity under your account. Tell us promptly at info@zulaiy.com if you suspect unauthorised use. We may require multi-factor authentication on accounts with administrative access.

A5. Fees, taxes and payment processing

• Unless stated otherwise, all prices are in US Dollars (USD). A software product priced in another currency says so on its own site, before you pay.
• Prices exclude sales tax, VAT, GST and withholding tax. Any tax applicable in your jurisdiction is added at checkout or on the invoice, or accounted for as the law requires.
• Card and bank payments are processed by Stripe, Inc. or, for payments in Nigerian naira, by Flutterwave. We do not collect, see or store your full card number, CVC or bank credentials. The payment processor handles those directly under its own terms. We receive only the payment confirmation and limited details such as the billing name and the last four digits of the card.
• Purchases made inside a mobile app are billed by Apple or Google instead. See Part E.
• We will never email you replacement bank details without confirming them with you by phone first.

A6. Refunds

Cancellation rights and how refunds are calculated differ by what you bought. All of it is set out in our Refund & Cancellation Policy, which forms part of these Terms.

A7. Intellectual property

• Ours. We own the website, our products, our software, and all methodologies, frameworks, internal tooling, libraries and know-how we bring or develop generally. Nothing here transfers those to you except as expressly stated.
• Yours. You retain all rights in the data, content and trade marks you provide. You grant us a limited licence to use them only to deliver what you bought.
• Feedback. If you send us suggestions, we may use them freely and without obligation.
• Third-party and open-source components remain under their own licences, which we will identify on request.

Bespoke deliverables built for a client are dealt with in Part B.

A8. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the purpose it was shared, protect it with at least reasonable care, and disclose it only to personnel and subcontractors who need it and are under equivalent obligations. This does not apply to information that is public through no fault of the receiving party, was already known to it, was independently developed, or must be disclosed by law, in which case notice will be given where legally permitted. These obligations continue for 3 years after the relationship ends, and indefinitely for trade secrets. A signed NDA takes precedence over this clause.

A9. Data protection

How we handle personal data is set out in our Privacy Policy. Where we process personal data on your behalf, whether inside a subscription product or as part of an engagement, we act as your processor and follow your documented instructions. We will enter into a data processing agreement on request, and will do so before processing begins where the work involves personal data of individuals in the EEA, UK, or a US state with applicable privacy legislation.

A10. Warranties and disclaimers

We warrant that we will provide our services with reasonable skill and care, using suitably qualified personnel. Engagement-specific and subscription-specific warranties are in Parts B and C.

Beyond the warranties expressly given, and to the fullest extent permitted by law, the website, the products and the services are provided "as is" without further warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant uninterrupted or error-free operation.

A11. Limitation of liability

Nothing in these Terms limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that: neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however arising. Each party's total aggregate liability is limited to the amounts you paid us for the relevant product or engagement in the 12 months preceding the event giving rise to the claim. Where the product was supplied free of charge, that liability is limited to US$100. Claims must be brought within 12 months of the claiming party becoming aware of the circumstances giving rise to them.

A12. Indemnity

You will indemnify us against third-party claims arising from data, content or instructions you provide, from your use of our products or deliverables in breach of these Terms or applicable law, or from your infringement of a third party's rights. Our corresponding indemnity for bespoke deliverables is in Part B.

A13. Sanctions and export control

You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive US, UK or EU sanctions, and that you are not listed on any applicable restricted-party list. Our software and deliverables may be subject to export control laws; you agree not to export or re-export them in breach of those laws.

A14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting proceedings, the parties will attempt in good faith to resolve any dispute by escalating it to a senior representative on each side for 30 days. Failing that, the state and federal courts located in Delaware have exclusive jurisdiction and each party consents to that venue. Either party may still seek injunctive relief in any competent court to protect its intellectual property or Confidential Information. If you are a consumer, this clause does not deprive you of the protection of mandatory laws of your country of residence.

A15. Changes to these Terms

We may update these Terms. The "Last updated" date at the top of this page always reflects the current version. Material changes are posted here at least 14 days before taking effect and notified by email to active clients and subscribers. Changes never alter the commercial terms of a Statement of Work you have already accepted, and never increase the price of a subscription period you have already paid for.

A16. General

• Independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets.
• Subcontractors. We may use vetted subcontractors and remain responsible for their work and their compliance with clauses A8 and A9.
• Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, provided it notifies the other promptly and mitigates.
• Severability. If a provision is unenforceable, the rest remains in force.
• Entire agreement. These Terms, the linked policies and any applicable product terms or Statement of Work are the entire agreement between us.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Notices. Written notice may be given by email to info@zulaiy.com and to the address on file for you.

Part B: Consulting engagements

This part applies when we deliver project-based consulting or engineering work for you.

B1. How an engagement is formed

1. Discovery call. Free, no obligation.
2. Proposal or Statement of Work. A written document setting out scope, deliverables, milestones, assumptions, timeline and a fixed price or rate.
3. Acceptance. The engagement begins only when you accept that document in writing (including by email) or pay the deposit invoice referenced in it.
4. Delivery and invoicing. We deliver against the agreed milestones and invoice as the Statement of Work sets out.

Each accepted proposal or Statement of Work (an "SOW") is incorporated into these Terms; where an SOW and these Terms conflict, the SOW governs that engagement. No work is chargeable until an SOW is accepted. See Pricing & Payment Terms.

B2. Invoicing

• Invoices are due within 14 days unless the SOW states otherwise.
• Most engagements require a deposit before work begins; the balance is invoiced against milestones or monthly in arrears.
• Retainers are invoiced monthly in advance and renew monthly until cancelled under B6.
• Third-party costs incurred on your behalf (cloud infrastructure, model API usage, licences, pre-agreed travel) are passed through at cost and itemised separately.
• Undisputed invoices more than 15 days overdue may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and we may suspend work on 7 days' written notice.
• Dispute an invoice in good faith within 10 days of its date and we will not suspend work over the disputed amount while we are actively resolving it with you.

B3. Your responsibilities

• Provide accurate information and timely access to the people, data, systems, credentials and environments identified in the SOW.
• Nominate a single decision-maker empowered to approve deliverables and change requests.
• Review deliverables within the acceptance window in the SOW (5 business days if none is stated). Deliverables not rejected in writing within that window are treated as accepted.
• Ensure you have the legal right to give us any data, content or credentials you provide.
• Hold and pay for the third-party accounts, licences and cloud services your solution runs on, unless the SOW says we will procure them.

Delays caused by outstanding dependencies on your side may move the timeline and, where they cause us to hold capacity idle, may be chargeable, but only where we flagged the delay to you in writing first.

B4. Changes to scope

Either party may request a change. Changes take effect only once we have both agreed, in writing, the revised scope, timeline and price. We do not perform chargeable out-of-scope work on the assumption that you want it.

B5. Ownership of deliverables

On receipt of payment in full for a milestone, we assign to you all rights we hold in the bespoke deliverables created under it. Where those deliverables incorporate our background IP (clause A7), we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of them. We may continue to use the general skills, experience and know-how gained, provided we disclose no Confidential Information.

We will indemnify you against third-party claims that a bespoke deliverable, as delivered by us and used in accordance with the SOW, infringes that third party's intellectual property rights, excluding claims arising from your material, from third-party or open-source components, or from modifications not made by us.

B6. Warranty, termination and non-solicitation

• If a deliverable fails to conform to the SOW and you tell us within 30 days of acceptance, we will re-perform the non-conforming work at no charge. That is your exclusive remedy for defective work.
• Either party may terminate a project engagement for convenience on 14 days' written notice; retainers require 30 days'.
• Either party may terminate immediately on an uncured material breach after 15 days' written notice, or on the other's insolvency.
• On termination you pay for work performed and costs committed to the effective date, calculated as set out in the Refund & Cancellation Policy. We hand over work in progress, credentials and deliverables paid for.
• Neither party will, during an engagement and for 12 months afterwards, knowingly solicit for employment any individual materially involved in it, except through a general public advertisement.

B7. Publicity

We will not name you, use your logo, or publish any description of your engagement without your prior written consent. Consent may be withdrawn at any time by writing to info@zulaiy.com, and we will remove the material within 30 days.

Part C: Software subscriptions

This part applies to our hosted software products sold on a recurring plan. Individual products may add their own product terms on their own domain; where they do, those govern that product and this part fills any gap.

C1. What you are buying

A subscription is a limited, non-exclusive, non-transferable right to access and use the product during a paid subscription period, for your internal business purposes, subject to the plan limits shown at signup. You are not buying the software itself, and no source code, copy or ownership interest transfers to you.

C2. Free trials

Trials are for evaluation, one per customer, and may be limited in features or usage. We may withdraw or shorten a trial for abuse, but never after taking payment for it.

C3. Automatic renewal

• Subscriptions renew automatically at the end of each billing period (monthly plans monthly, annual plans annually) until you cancel.
• Each renewal is charged to your payment method on file, on the renewal date, at the then-current price for your plan.
• We email a receipt for every charge.
• For annual plans we send a renewal reminder at least 30 days before the charge, so you have time to cancel if you no longer want it.
• There are no silent charges: nothing is billed that was not disclosed at signup or notified in advance under C5.

C4. Cancelling

You can cancel at any time from your account settings inside the product, with no phone call, no email, no retention process. Cancellation stops the next renewal. Your access continues until the end of the period you have already paid for, and then ends. Refund treatment is in the Refund & Cancellation Policy. If you cannot reach your account, email info@zulaiy.com and we will cancel it for you.

C5. Price and plan changes

We may change plan pricing. Any increase takes effect only at your next renewal and we will notify you by email at least 30 days beforehand, so you can cancel first. A price change never applies to a period you have already paid for. If you upgrade mid-period we charge the prorated difference immediately; if you downgrade, the change takes effect at the next renewal.

C6. Failed payments and suspension

If a renewal payment fails we will retry and email you. If it remains unpaid we may suspend access after 7 days' notice and terminate the subscription after 30 days. You can restore access by settling the balance before termination.

C7. Your data in the product

You own the data you put into a product. We process it as your processor under clause A9 and the Privacy Policy. You can export your data at any time while the subscription is active. After termination we retain it for 30 days so you can export it, then delete it from live systems, with backups expiring on their normal cycle. Tell us if you need earlier deletion and we will do it.

C8. Availability, support and changes to the service

We aim for high availability but do not guarantee uninterrupted service unless a written service level agreement says otherwise. We may perform maintenance, and will schedule disruptive maintenance outside peak hours where practical. We may add, change or remove features; if we materially reduce core functionality of a paid plan, or discontinue a product entirely, we will give you at least 30 days' notice and refund the unused portion of your subscription.

Part D: Digital products

This part applies to one-time purchases delivered electronically. No physical item is sold and nothing is shipped.

• Delivery. Access or download is provided immediately after payment clears, by email or through your account. If delivery fails, contact us and we will resend it or refund you.
• Licence. You get a perpetual, non-exclusive, non-transferable licence to use the product for your own business purposes. You may not resell it, redistribute it, or publish it in whole or substantial part without our written permission.
• One-time charge. Digital products are a single charge. Nothing recurs and no payment method is stored for future billing unless you separately subscribe to something.
• Updates. Where a product includes updates, the period is stated at purchase. Where it does not, none are promised.
• Refunds. Refundable within 14 days subject to the conditions in the Refund & Cancellation Policy, and always refundable if the product is faulty or materially not as described.

Part E: Mobile applications

This part applies to our apps distributed through the Apple App Store and Google Play.

E1. Licence

We grant you a personal, limited, non-exclusive, non-transferable, revocable licence to install and use the app on devices you own or control, in accordance with the app store's usage rules. You may not reverse engineer, decompile or modify the app except to the extent that restriction is unenforceable by law.

E2. Who charges you

E3. Devices, permissions and updates

Apps may request device permissions (such as notifications, camera or location) which you can grant or revoke in your device settings; declining a permission may disable the feature that needs it. You are responsible for your device, your carrier's data charges, and keeping the app updated. We may stop supporting older operating system versions with reasonable notice.

E4. App store terms

Your use of an app is also subject to the terms of the store you downloaded it from. Those stores are not responsible for the app or for support of it. We are. Apple and Google are third-party beneficiaries of these Terms in respect of their app stores and may enforce them against you. Any claim relating to the app should be directed to us at info@zulaiy.com.

Contact

Zulaiy Technologies LLC
10, Zulaiy Hub, Ilorin, Kwara State, Nigeria
Email: info@zulaiy.com
Phone: +234 814 616 4824