Terms of Service

1. Agreement to terms

By accessing or using the Wisely website (the “Site”) or engaging Wisely (“Wisely”, “we”, “us”) for any services, you agree to be bound by these Terms of Service. If you do not agree, do not use the Site or our services.

2. Our services

Wisely is a product studio providing AI engineering, software and SaaS development, product design, and growth and marketing services. The specific scope, deliverables, timeline and fees for any engagement are defined in a separate written proposal or statement of work (“SOW”) agreed between you and us. Where these terms and an SOW conflict, the SOW controls for that engagement.

3. Proposals, fees and payment

• Proposals and estimates are valid for the period stated, or 30 days if not specified.
• Unless an SOW states otherwise, engagements require an upfront deposit before work begins, with remaining fees invoiced per the agreed schedule.
• Invoices are payable within the period stated on the invoice. Late payments may pause active work until resolved.
• Fees are exclusive of applicable taxes, third-party software, hosting, API usage and licensing costs unless expressly stated.

4. Client responsibilities

To deliver effectively, we rely on you to provide timely access to information, assets, accounts and decision-makers, and to review and approve work within agreed windows. Delays in these can affect timelines and costs.

5. Intellectual property

Upon full payment for an engagement, ownership of the final, paid-for deliverables created specifically for you transfers to you, except for:

• pre-existing tools, libraries, frameworks and know-how that we owned or licensed before or independently of the engagement;
• third-party and open-source components, which remain subject to their own licenses; and
• our right to retain general skills, techniques and non-confidential learnings.

Unless you opt out in writing, we may display non-confidential aspects of completed work in our portfolio and marketing.

6. AI-generated outputs

Some deliverables may be produced with the assistance of AI systems (including third-party models such as Anthropic's Claude). AI outputs can contain errors and should be reviewed before reliance. We do not warrant that AI-assisted outputs are unique, error-free, or free of third-party rights, and you are responsible for validating outputs for your use case.

7. Confidentiality

Each party agrees to protect the other's confidential information and to use it only for the purpose of the engagement. This obligation survives termination.

8. Warranties and disclaimers

We provide our services with reasonable skill and care. Except as expressly stated, the Site and our services are provided “as is” without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Site will be uninterrupted or error-free.

9. Limitation of liability

To the maximum extent permitted by law, Wisely will not be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue or data. Our total aggregate liability arising out of or related to an engagement will not exceed the fees paid by you for that engagement in the three months preceding the claim.

10. Termination

Either party may terminate an engagement as set out in the relevant SOW, or on written notice if the other party materially breaches these terms and fails to cure within a reasonable period. On termination, you will pay for all work performed and costs incurred up to the termination date.

11. Third-party services

Our work may rely on third-party platforms and APIs (for example Anthropic, hosting providers, and analytics and database services). We are not responsible for the availability, performance or policies of those third parties.

12. Governing law

These terms are governed by the laws of the Federal Republic of Nigeria, and the courts of Nigeria will have jurisdiction over any dispute, without prejudice to any mandatory consumer protections that apply to you.

13. Changes to these terms

We may update these terms from time to time. The “last updated” date reflects the latest revision. Continued use of the Site after changes constitutes acceptance.

14. Contact

Questions about these terms? Email us at hello@wisely.agency.