Sale and Assignment Agreement
This Sale and Assignment Agreement is made on the date of the Order Confirmation between:
Vlaander LTD, a private company limited by shares incorporated in Nigeria with RC 8298878 (“Vlaander”); and
the legal entity identified in the Order Confirmation (“Buyer”).
1. Definitions
“Asset” means the specific source-code package and materials identified in Schedule 1.
“Delivery” means Vlaander making the encrypted or otherwise access-controlled Asset available to Buyer using the delivery method stated in the Order Confirmation.
“Excluded Materials” means Vlaander’s trademarks, trade names, logos, confidential information, generic know-how, methodologies, development tools, templates, pre-existing materials, retained utilities and all Third Party Materials.
“Third Party Materials” means all materials, libraries, software, data, services or components owned by a third party or supplied under an open-source or other third-party licence.
2. Business buyer and authority
Buyer represents, warrants and undertakes that:
- it is a duly organised business entity purchasing the Asset solely for its business purposes;
- it is not acting as a consumer;
- the person accepting this Agreement has authority to bind Buyer;
- all information supplied to Vlaander is complete and accurate;
- neither Buyer, its beneficial owners, controlling persons nor its intended use is subject to applicable sanctions, export restrictions or legal prohibition; and
- Buyer will not use, transfer, export, re-export, deploy or make the Asset available in breach of applicable law.
Vlaander may reject, suspend or cancel an Order before Delivery where it cannot verify these matters to its reasonable satisfaction.
3. Order, price and payment
The Order is binding only when Vlaander issues a written Order Confirmation and Buyer executes this Agreement.
Buyer shall pay the amount stated in the invoice in cleared funds, without deduction, set-off or counterclaim. Any US-dollar reference is for commercial comparison only. Where payment is accepted in naira, the binding amount is the naira amount on Vlaander’s invoice.
No title, assignment, delivery obligation or right to download arises until Vlaander confirms receipt of cleared payment and this Agreement has been validly executed.
Buyer bears all taxes, duties, levies, bank charges and payment costs other than taxes imposed on Vlaander’s net income.
4. Delivery and acceptance
Vlaander will use commercially reasonable efforts to deliver the Asset after the conditions in clause 3 are satisfied. Delivery occurs when Vlaander makes the Asset available using the stated delivery method, whether or not Buyer downloads it.
Buyer shall inspect solely for a material delivery failure within five business days after Delivery. A “material delivery failure” means only that the delivered file is missing, materially corrupted or does not match the cryptographic hash in Schedule 1.
Buyer’s sole remedy for a timely proven material delivery failure is Vlaander’s re-delivery of the Asset. If Vlaander cannot re-deliver, Vlaander may, at its option, refund the amount actually received for that Asset.
Buyer’s access, download, copying, disclosure, use, modification, deployment or failure to notify within the stated period constitutes irrevocable acceptance.
5. Assignment
Subject to full payment and Delivery, Vlaander assigns to Buyer, with effect from Delivery, Vlaander’s transferable right, title and interest in the copyright subsisting in the Asset identified in Schedule 1, for the full period of that copyright and any renewals or extensions.
The assignment:
- applies only to the Asset expressly identified in Schedule 1;
- excludes all Excluded Materials and Third Party Materials;
- does not assign Vlaander’s trademarks, name, goodwill, confidential information, generic know-how or rights in materials not specifically identified in Schedule 1; and
- is subject to all applicable third-party and open-source licence terms.
Vlaander shall retain one archival copy solely for legal compliance, dispute defence and recordkeeping, subject to confidentiality obligations.
6. Third-party and open-source materials
Third Party Materials are not sold, assigned or warranted by Vlaander. Buyer’s use of Third Party Materials is governed exclusively by the applicable third-party terms. Buyer is responsible for complying with those terms after Delivery.
7. Limited warranty
Vlaander warrants only that, at Delivery and to Vlaander’s actual knowledge after reasonable internal review, it has the right to make the assignment expressly set out in clause 5.
Except for that limited warranty and any warranty that cannot lawfully be excluded, the Asset is supplied “as is,” “as available” and with all faults. Vlaander excludes all warranties, representations, conditions and terms, whether express, implied, statutory or otherwise, including as to merchantability, quality, fitness for purpose, non-infringement, security, freedom from defects, compatibility, performance, availability, support, maintenance, profitability, regulatory compliance and suitability for Buyer’s intended use.
Any performance data is illustrative only, depends on stated test conditions and is not a guarantee of future or Buyer-specific results.
8. No refunds after delivery
Because Buyer may retain, copy, inspect, disclose, modify or deploy the Asset and associated confidential information after Delivery, no refund, cancellation, return or credit is available after Delivery, except where a remedy cannot lawfully be excluded or as expressly provided in clause 4.
9. Liability
To the maximum extent permitted by law, Vlaander’s aggregate liability arising from or connected with the Asset, this Agreement, the Order or Delivery shall not exceed the amount actually received by Vlaander from Buyer for the relevant Asset.
Vlaander shall not be liable for indirect, consequential, special, exemplary or punitive loss; loss of profit, revenue, contracts, opportunity, goodwill or anticipated savings; business interruption; loss, corruption or recovery of data; security incident; or third-party claims arising from Buyer’s modification, combination, deployment, distribution or use of the Asset.
Nothing excludes liability that cannot lawfully be excluded.
10. Buyer indemnity
Buyer shall indemnify and hold Vlaander and its officers, employees and advisers harmless from all losses, claims, liabilities, penalties, costs and expenses arising from Buyer’s breach of this Agreement, unlawful use, deployment, modification, export, transfer, regulatory non-compliance, inaccurate information, or combination of the Asset with other materials or systems.
11. Confidentiality
Before Delivery, Buyer shall keep confidential all non-public information received from Vlaander, including code samples, technical materials, pricing and commercial discussions. Buyer may disclose such information only to personnel and advisers who need to know it and are bound by equivalent confidentiality duties.
12. Compliance and suspension
Vlaander may refuse payment, suspend performance, withhold Delivery, terminate the Order or take any other action it reasonably considers necessary to comply with law, sanctions, export controls, AML requirements, regulatory direction or security requirements. Vlaander is not liable for any resulting delay or non-delivery.
13. Data protection
Each party shall process personal data received under this Agreement only as necessary for the transaction, compliance, security, dispute resolution and legal recordkeeping. Buyer acknowledges that Vlaander may process personal data as described in its Privacy Notice.
14. Electronic execution and records
This Agreement, the Order Confirmation, click acceptance, electronic signature, email correspondence, access logs, payment records, download logs, blockchain records where applicable, and electronic delivery records are admissible evidence of the transaction to the fullest extent permitted by law.
15. General
This Agreement and the Order Confirmation constitute the entire agreement between the parties regarding the Asset and supersede prior statements, website text, proposals and discussions.
Buyer may not assign this Agreement without Vlaander’s prior written consent. Vlaander may assign this Agreement to an affiliate or successor.
If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in effect. A delay or failure to enforce a right is not a waiver.
This Agreement is governed by Nigerian law. The courts of Nigeria have exclusive jurisdiction over any dispute arising from or connected with this Agreement.
Schedule 1
- Asset name:
- Version:
- Repository/archive hash:
- Included files:
- Excluded Materials:
- Third Party Materials and licences:
- Delivery method:
- Invoice number:
- Purchase price:
- Delivery date and time:
- Buyer authorised signatory: