Terms of Service

These terms form a binding agreement between CODEWITHFIDEL LTD (“we”, “us”, “Ileny”), a private company limited by shares incorporated in the Federal Republic of Nigeria under the Companies and Allied Matters Act 2020 with registration number RC 9608345, and the organisation that registers for the Service (the Subscriber, “you”).

You accept these terms by ticking the acceptance box during registration. The person who registers warrants that they are authorised to bind the organisation. We record the version accepted, the time, and the address it came from.

If you do not accept these terms, do not register for or use the Service.

• Service — the Ileny web application, mobile application, application programming interfaces, and any related documentation.
• Authorised User — an individual the Subscriber permits to access the Service, including administrators, managers, and employees.
• Subscriber Data — all data the Subscriber or its Authorised Users enter into or generate through the Service, including employee records, attendance, payroll, and uploaded documents.
• Plan — the subscription tier selected by the Subscriber, and the limits and features published for it.
• Trial Period — the 14 days from registration during which the Service may be used on the free plan.

We grant the Subscriber a non-exclusive, non-transferable right to access and use the Service during the subscription term, for its own internal business purposes, in accordance with these terms.

We may improve, modify, or discontinue individual features. Where a change materially reduces the functionality of the Plan the Subscriber is paying for, we will give at least 30 days’ notice, and the Subscriber may terminate and receive a pro-rata refund of the unused portion of any prepaid fee.

The Subscriber is responsible for its Authorised Users, for the accuracy of the permissions it grants them, and for everything done under its account. Access rights within the Service are configured by the Subscriber’s administrators; we do not set them and cannot know what they should be.

The Subscriber must keep credentials confidential, must not share accounts between individuals, and must notify us promptly at support@ileny.app on becoming aware of any unauthorised access. We strongly recommend enabling two-factor authentication for every administrator.

A new Subscriber may use the free plan for the Trial Period. At the end of the Trial Period, if no paid Plan has been taken, the account becomes read-only: existing data remains fully viewable and exportable, but no new records may be created or changed until a Plan is selected.

This is deliberate. An expired trial must never resemble data loss. We do not delete Subscriber Data because a trial ended.

Fees are those published for the selected Plan at the time of purchase, stated in Nigerian Naira and exclusive of any applicable taxes, which the Subscriber is responsible for. Payment is taken through our payment processor; we do not receive or store card details.

Subscriptions run for the interval selected — monthly or yearly — and continue until terminated in accordance with clause 15. We may change our prices on 30 days’ notice, taking effect at the start of the next billing interval.

Except as expressly stated in these terms, fees already paid are non-refundable. If a payment fails or a subscription lapses, the account reverts to read-only access under clause 5 rather than being closed.

Each Plan carries limits, including a maximum number of employee records. The Service enforces these limits at the point a record is created. Exceeding a limit requires an upgrade; we will not silently bill for the excess.

As between the parties, the Subscriber owns all Subscriber Data. We claim no ownership of it. The Subscriber grants us only the licence necessary to host, process, transmit, back up, and display that data in order to provide the Service.

In respect of personal data within Subscriber Data, the Subscriber is the data controller and we are the data processor. We process such data only on the Subscriber’s documented instructions. Our respective obligations are set out in our Data Processing Agreement, which is incorporated into these terms, and in the Privacy Policy.

The Subscriber warrants that it has a lawful basis for the personal data it places in the Service, that it has given its employees the information data protection law requires, and that it has completed any impact assessment needed before enabling biometric attendance or geofenced clock-in.

Where the Subscriber uses Ileny to pay salaries, the following applies, and it is the most important clause in this agreement.

9.1 We are not a bank

We are not a bank, a licensed payment service provider, or a deposit-taking institution. Salary payments are executed by a licensed third-party payment provider. We instruct that provider; we do not hold or move funds ourselves, and we do not guarantee the provider’s performance.

9.2 Accuracy is the Subscriber’s responsibility

The Subscriber is solely responsible for the accuracy of every payroll figure and every bank account detail it holds in the Service. A payment made to the account recorded against an employee is a payment made as instructed, even if that account was recorded in error. We cannot recall a completed transfer.

9.3 Outcomes we cannot determine

A transfer instruction may return one of three outcomes: accepted, rejected, or indeterminate. An indeterminate outcome means the provider did not return a readable answer within the time available, and it is genuinely unknown whether funds moved. Such a payment is held as pending until the provider confirms it.

The Subscriber must not treat an indeterminate result as a failure and must not reissue the payment without first confirming its status with the payment provider. We are not liable for a duplicate payment arising from a reissue made contrary to this clause.

9.4 Sufficiency of funds

The Subscriber is responsible for ensuring that sufficient funds are available with the payment provider before instructing a payroll run.

The Subscriber and its Authorised Users must not:

• use the Service in breach of any applicable law, including data protection law;
• upload data they have no lawful basis to process, or records about children other than those of lawfully employed persons;
• attempt to access another organisation’s data, probe or circumvent the Service’s security, or test it without our prior written consent;
• reverse engineer, decompile, or attempt to derive the source code of the Service, except to the extent that restriction is unenforceable by law;
• resell, sublicense, or make the Service available to any third party as a service bureau;
• upload malicious code, or use the Service in a way that impairs it for other subscribers.

We and our licensors own all intellectual property in the Service, including its software, design, and documentation. Nothing in these terms transfers any of it to the Subscriber beyond the licence in clause 3.

If the Subscriber gives us feedback or suggestions, we may use them without restriction and without obligation. This does not give us any right to Subscriber Data.

We will use reasonable commercial efforts to keep the Service available, but we do not commit to a specific uptime percentage unless we have agreed one with the Subscriber in writing. Planned maintenance will be notified in advance where practicable.

Support is provided by email at support@ileny.app during business hours in Nigeria.

13.1 Warranties

We warrant that we will provide the Service with reasonable skill and care. Beyond that, and to the fullest extent permitted by law, the Service is provided “as is”, and we exclude all other warranties, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

13.2 What is never excluded

Nothing in these terms excludes or limits either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.

13.3 Excluded losses

Subject to clause 13.2, neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss, however arising.

13.4 Cap

Subject to clause 13.2, our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by the Subscriber to us in the twelve months immediately preceding the event giving rise to the claim.

13.5 Payroll accuracy

For the avoidance of doubt, and subject to clause 13.2, we are not liable for loss arising from payroll figures, deductions, or bank details that were incorrectly entered or configured by the Subscriber, nor for the acts or omissions of the payment provider.

The Subscriber will indemnify us against claims brought by a third party — including an Authorised User or an employee whose records the Subscriber holds — arising from the Subscriber’s breach of clause 8 or clause 10, save to the extent the claim results from our own breach of this agreement.

15.1 Termination by the Subscriber

The Subscriber may terminate at any time with effect from the end of the current billing interval, by notice through the Service or in writing to us.

15.2 Termination or suspension by us

We may suspend or terminate on written notice if the Subscriber materially breaches these terms and fails to remedy the breach within 14 days of being asked to, or if required by law. We may suspend immediately, without notice, where continued access presents a genuine security risk to the Service or to other subscribers — and we will tell the Subscriber why as soon as we can.

15.3 Export and deletion

For 30 days after termination the Subscriber may export its Subscriber Data. We will delete Subscriber Data within 90 days of termination, except where we must retain it by law, and except that data already written to encrypted backups persists until those backups cycle out within a further 30 days.

Each party will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and protect it with at least the care it applies to its own. This does not apply to information that is public through no breach, was already lawfully known, or must be disclosed by law.

Neither party is liable for failure to perform caused by an event beyond its reasonable control, including failure of a payment provider or telecommunication network, power failure, government action, or civil disruption. The affected party will notify the other and use reasonable efforts to resume performance.

These terms are versioned. The current version is 2026-08-02, effective 2 August 2026. We will notify subscribers by email of any material change at least 30 days before it takes effect, and subscribers will be asked to accept the new version. A Subscriber that does not wish to accept a material change may terminate before it takes effect and receive a pro-rata refund of any prepaid fee for the unused period.

• Entire agreement. These terms, the Privacy Policy, and the Data Processing Agreement are the entire agreement between the parties on their subject matter.
• Assignment. The Subscriber may not assign this agreement without our written consent. We may assign it to a successor of our business on notice.
• Severability. If a provision is held unenforceable, the rest continues in force.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Notices to us go to hello@ileny.app; notices to the Subscriber go to the administrator email on the account.
• No partnership. Nothing here creates a partnership, joint venture, or employment relationship between the parties.

This agreement is governed by the laws of the Federal Republic of Nigeria. The parties will first attempt to resolve any dispute in good faith by negotiation between senior representatives. Failing resolution within 30 days, the dispute is subject to the exclusive jurisdiction of the courts of the Federal Capital Territory, Abuja.