Terms of Service

Nexoris Technologies Ltd is a technology company that designs, builds, integrates, deploys, and operates digital products and technology solutions.

Our services may include, among other things:

• AI-Powered Digital Product Development

• AI Chatbots & Virtual Assistants

• Intelligent Workflow & Business Process Automation

• AI Integration & System Connectivity

• Data Dashboards & Predictive Analytics

• Data Infrastructure & AI Readiness

• IoT Application Development & Integration

• AI-Powered E-Commerce & Digital Commerce

• GovTech & Public Sector Platforms

• AI Content, SEO & Generative Engine Optimisation

• Managed Technology Operations

The specific services provided to a client will depend on the applicable proposal, statement of work, order form, service agreement, or other written agreement between Nexoris and that client.

These Terms apply to your general use of Nexoris' website and digital properties.

Where you engage Nexoris for professional or technology services, the engagement may additionally be governed by one or more project-specific documents, including:

• Master Services Agreements;

• Statements of Work;

• Proposals;

• Quotations;

• Order Forms;

• Service Level Agreements;

• Data Processing Agreements;

• Support and Maintenance Agreements; or

• Other written agreements accepted by both parties.

A service engagement becomes binding when the applicable contractual documents have been accepted in accordance with their stated terms, including where applicable through signature, written acceptance, issuance of a purchase order, payment of an applicable invoice or deposit, or commencement of work following written authorisation.

Order of precedence

If there is a conflict between these Terms and a separately executed written agreement for a particular service, the separately executed agreement will prevail to the extent of the conflict.

A project-specific Statement of Work or similar document may modify or supplement these Terms for that engagement.

You may use the Nexoris website for lawful purposes and in accordance with these Terms.

You must not:

• use the website for unlawful, fraudulent, deceptive, or malicious purposes;

• attempt to gain unauthorised access to the website, its infrastructure, systems, accounts, or databases;

• interfere with or disrupt the operation or security of the website;

• introduce malware, malicious code, viruses, or other harmful material;

• scrape, crawl, harvest, copy, reproduce, or systematically extract website content without our prior written permission;

• impersonate Nexoris or another person or organisation;

• use the website to distribute spam or unsolicited commercial communications;

• use our content, trademarks, branding, or intellectual property in a manner that suggests an unauthorised relationship with Nexoris; or

• attempt to circumvent technical, security, or access controls.

We reserve the right to restrict or suspend access to the website where we reasonably believe that these Terms have been violated or that the security, integrity, or availability of our systems is at risk.

Nexoris provides professional technology services based on the scope agreed with each client.

Because technology projects vary significantly, no description on our website should be interpreted as a promise that a particular feature, technology, result, integration, performance level, ranking, business outcome, or functionality will be included in a project unless expressly stated in the applicable written agreement.

Unless expressly agreed otherwise, services do not include work, features, integrations, third-party licences, subscriptions, infrastructure, content, hardware, regulatory approvals, or other deliverables that are outside the agreed scope.

Requests that materially change the agreed scope may be treated as change requests and may result in additional fees, revised timelines, or both.

Any proposal, quotation, estimate, project plan, timeline, budget, technical recommendation, or other pre-contract information provided by Nexoris is subject to the assumptions, exclusions, validity period, and other conditions stated in the relevant document.

Unless expressly stated otherwise, estimates are not guarantees of final cost or delivery date.

A quotation or proposal does not create a binding obligation on Nexoris to commence work until it has been formally accepted and the applicable contractual and payment requirements have been satisfied.

Nexoris reserves the right to withdraw or revise a quotation where:

• the quotation has expired;

• material project assumptions change;

• required third-party services become unavailable;

• material changes occur in technology, infrastructure, regulatory requirements, or supplier pricing; or

• information provided by the prospective client proves to be materially inaccurate or incomplete.

Successful delivery of technology services requires reasonable cooperation from the client.

You agree to:

• provide accurate and complete information reasonably required for the engagement;

• provide timely access to systems, accounts, data, personnel, documentation, and other resources required for the agreed work;

• nominate appropriate personnel to provide feedback and approvals;

• review deliverables within agreed review periods;

• provide timely decisions and approvals;

• ensure that materials supplied to Nexoris may lawfully be used for the project;

• obtain all necessary licences, permissions, consents, and regulatory approvals for materials, data, systems, and third-party services you provide or require Nexoris to use; and

• promptly notify Nexoris of information that could materially affect the project.

Where client dependencies cause delay, Nexoris will not be responsible for resulting delays to the extent reasonably attributable to those dependencies.

Fees for professional services will be stated in the applicable proposal, quotation, Statement of Work, order form, invoice, or other commercial document.

Unless otherwise agreed in writing:

• invoices are payable within the period stated on the applicable invoice;

• applicable taxes, duties, levies, and statutory charges are payable in addition to the stated fees unless expressly stated otherwise;

• payments must be made using the payment method specified by Nexoris;

• bank charges and other transaction costs associated with payment are the responsibility of the payer unless otherwise agreed; and

• Nexoris may suspend work where undisputed invoices remain overdue.

Taxes

Unless expressly stated otherwise, Nexoris' fees are exclusive of applicable taxes.

Where Value Added Tax (VAT) or another applicable tax is legally chargeable, it will be added to the relevant invoice at the applicable rate.

The client's responsibility to pay applicable taxes does not relieve either party of its own statutory tax obligations.

Where an undisputed amount becomes overdue, Nexoris may provide written notice requiring payment.

If payment is not received within the applicable period stated in the notice, Nexoris may, subject to applicable law and the relevant project agreement:

• suspend development or other services;

• suspend access to managed services;

• delay deployment or handover of deliverables;

• suspend support or maintenance;

• suspend access to client-specific environments operated by Nexoris; or

• terminate the applicable engagement in accordance with the contract.

Nexoris will not be responsible for project delays resulting from a suspension caused by the client's failure to meet its payment obligations.

Intellectual property ownership will depend on the nature of the work and the applicable project agreement.

Unless expressly agreed otherwise, each party retains ownership of intellectual property it owned or developed independently before the relevant engagement.

Client materials

The client retains ownership of materials, information, data, trademarks, content, documentation, and other intellectual property supplied by the client to Nexoris.

The client grants Nexoris the permissions reasonably necessary to use those materials for the purpose of providing the agreed services.

Nexoris materials

Nexoris retains ownership of its pre-existing intellectual property, proprietary methodologies, frameworks, reusable components, libraries, tools, templates, processes, know-how, technical concepts, development utilities, and other materials that are not specifically created as exclusive client deliverables.

Project deliverables

Ownership and licensing of project-specific deliverables will be governed by the applicable Statement of Work or other written agreement.

Where ownership is expressly transferred to a client, such transfer will be subject to the client's fulfilment of the applicable payment and contractual obligations.

Unless expressly agreed otherwise, payment for services does not automatically transfer ownership of Nexoris' underlying tools, frameworks, reusable components, know-how, or third-party materials.

Technology projects may depend on third-party services, platforms, APIs, cloud providers, payment processors, hosting providers, software licences, app stores, AI providers, data providers, or other external services.

Third-party services are subject to the applicable third party's terms, policies, availability, pricing, technical limitations, and changes.

Unless expressly agreed otherwise, Nexoris does not control third-party services and is not responsible for:

• third-party outages;

• changes to third-party APIs or features;

• third-party pricing changes;

• suspension or termination of third-party services;

• third-party security incidents;

• third-party data practices;

• limitations imposed by third-party providers; or

• loss arising solely from a third party's failure.

Where Nexoris purchases or manages a third-party service on a client's behalf, the client's rights may remain subject to that provider's terms.

Where Nexoris provides AI-related services, AI systems may rely on third-party models, APIs, datasets, infrastructure, or other technologies.

AI systems can produce inaccurate, incomplete, biased, outdated, or unexpected results.

Unless expressly agreed otherwise, AI-generated output should not be treated as guaranteed to be accurate, complete, original, legally compliant, or suitable for a particular purpose without appropriate human review.

The client remains responsible for determining whether AI-generated output is appropriate for its intended use.

Where AI is incorporated into a client system, the applicable project agreement may define additional requirements concerning:

• model selection;

• data processing;

• human review;

• accuracy;

• safety;

• monitoring;

• acceptable use;

• model providers;

• retention;

• security; and

• performance expectations.

Nexoris does not guarantee that an AI system will produce a particular commercial outcome, search ranking, conversion rate, accuracy level, or other result unless expressly and lawfully agreed in writing.

Where Nexoris provides SEO, GEO, AEO, content, search visibility, or related services, recommendations and strategies are based on available information, professional analysis, industry knowledge, and the applicable scope of work.

Search engines, AI platforms, social platforms, marketplaces, and other third parties control their own algorithms, ranking systems, policies, indexing decisions, and platform behaviour.

Accordingly, Nexoris does not guarantee:

• a particular search ranking;

• a particular traffic level;

• a particular number of leads;

• a particular conversion rate;

• inclusion in a search result;

• inclusion or citation by an AI platform;

• a particular number of AI-generated brand mentions; or

• any other result that depends substantially on an independent third party.

Any performance targets expressly agreed in writing will be interpreted according to the methodology and assumptions stated in the applicable agreement.

Nexoris may publish articles, guides, reports, insights, opinions, technical explanations, and other informational material through its website and Insights publication.

Such content is provided for general informational purposes.

Although Nexoris takes reasonable steps to promote accuracy and may research, review, and fact-check published material, no article should be treated as professional legal, financial, medical, tax, regulatory, investment, or other specialist advice unless expressly stated otherwise.

Technology information can change quickly. Readers should verify material information against the relevant primary or authoritative source before making consequential decisions.

Nexoris may update, correct, modify, or remove published content where appropriate.

Each party may receive confidential information from the other in connection with a professional engagement.

Confidential information may include business plans, technical information, source code, credentials, product plans, pricing, customer information, security information, designs, financial information, and other information that is reasonably understood to be confidential.

Each party agrees to:

• use confidential information only for the purpose for which it was disclosed;

• protect it using reasonable measures;

• disclose it only to persons who need to know it for the relevant purpose and who are subject to appropriate confidentiality obligations; and

• not disclose it to unauthorised third parties.

Confidential information does not include information that:

• is or becomes publicly available through no breach of obligation;

• was lawfully known by the receiving party before disclosure;

• is independently developed without use of the confidential information; or

• is lawfully received from a third party without a confidentiality obligation.

Where disclosure is required by law, regulation, court order, or a competent authority, the receiving party may disclose the required information to the extent legally permitted.

Project-specific confidentiality obligations may be supplemented by a separate NDA or confidentiality agreement.

Nexoris takes the protection of personal data seriously.

Where Nexoris processes personal data, it will do so in accordance with applicable data-protection laws and the applicable contractual arrangements.

For engagements involving personal data, the parties may enter into a separate Data Processing Agreement or other appropriate data-protection terms defining their respective roles and responsibilities.

Where applicable, Nexoris will implement reasonable technical and organisational measures appropriate to the nature and risk of the processing.

The Nigeria Data Protection Act 2023 establishes requirements governing the lawful and accountable processing of personal data and provides rights and protections for data subjects.

Our processing of personal data through the Nexoris website is additionally governed by our Privacy Policy.

Nexoris takes reasonable measures appropriate to the services provided to protect systems and information under its control.

However, no internet-connected system, software application, cloud service, network, or method of electronic transmission can be guaranteed to be completely secure.

Clients are responsible for maintaining appropriate security over accounts, credentials, devices, systems, and information that remain under their control.

Clients must promptly notify Nexoris of suspected unauthorised access, compromised credentials, security incidents, or other circumstances that could affect a Nexoris-managed system.

Unless expressly included in a written agreement, Nexoris is not responsible for maintaining backups of client data stored in systems that are owned, controlled, or administered by the client.

Where Nexoris provides managed backups or disaster recovery services, the applicable service agreement will specify the relevant backup frequency, retention period, recovery objectives, exclusions, and responsibilities.

Clients should maintain appropriate independent backups of critical data unless the applicable agreement expressly provides otherwise.

Nexoris will provide services with reasonable skill and care consistent with the applicable professional engagement and agreed scope.

Where a project agreement provides a specific warranty period or defect-remediation obligation, that agreement will govern.

Except to the extent expressly stated in a written agreement or required by applicable law, Nexoris does not warrant that:

• a service will be uninterrupted or error-free;

• software will be completely free from defects;

• a third-party service will remain available;

• a website will achieve a particular search ranking;

• an AI system will always produce accurate output;

• a technology solution will achieve a particular business result; or

• a service will satisfy a purpose that was not expressly agreed.

Support and maintenance are provided only where included in the applicable service agreement, Statement of Work, subscription, SLA, or maintenance plan.

Any complimentary support period offered by Nexoris does not automatically constitute an ongoing maintenance obligation.

After any included support or warranty period expires, continued support, maintenance, monitoring, updates, security work, hosting administration, or other operational services may be provided under a separate paid agreement.

Nexoris may improve, modify, discontinue, or replace features of its website and general digital properties from time to time.

For contracted services, Nexoris will comply with the applicable project or service agreement regarding material changes.

Nothing in this section permits Nexoris to unilaterally remove material contractual obligations agreed with a client.

Neither party will be liable for failure or delay in performing an obligation to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include:

• natural disasters;

• fire;

• flood;

• epidemic or pandemic;

• war;

• terrorism;

• civil unrest;

• governmental action;

• regulatory restrictions;

• power or telecommunications failures;

• widespread internet disruption;

• cyberattacks by third parties;

• failures of major infrastructure providers;

• failures of critical third-party platforms; or

• other events reasonably beyond the affected party's control.

The affected party will take reasonable steps to mitigate the impact and resume performance as soon as reasonably practicable.

To the maximum extent permitted by applicable law, Nexoris will not be liable for indirect, incidental, special, consequential, exemplary, or punitive losses, or for loss of anticipated profits, revenue, business opportunity, goodwill, or savings arising from or relating to the use of our website or services.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

For professional service engagements, the applicable Statement of Work, Master Services Agreement, or other written agreement may establish the specific liability allocation and applicable liability cap.

Where no separate liability provision has been agreed in writing, Nexoris' aggregate liability arising from a particular service engagement will, to the maximum extent permitted by law, be limited to the total fees actually paid to Nexoris for the specific services giving rise to the claim during the twelve months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot legally be limited.

To the extent permitted by law, you agree to indemnify and hold Nexoris, its officers, employees, contractors, and agents harmless from third-party claims, losses, liabilities, damages, costs, and reasonable expenses arising from:

• materials or data supplied by you that infringe a third party's rights;

• your unlawful use of a Nexoris service;

• your violation of applicable law;

• your breach of these Terms or an applicable agreement;

• your misuse of software, systems, or third-party services; or

• your instructions to Nexoris that result in unlawful or infringing activity.

This obligation does not apply to the extent that the relevant claim resulted from Nexoris' own breach, negligence, wilful misconduct, or other conduct for which Nexoris is legally responsible.

If a third party claims that a Nexoris-created deliverable, as delivered and used in accordance with the applicable agreement, infringes that third party's intellectual property rights, Nexoris may, where appropriate and at its option:

• obtain the right for the client to continue using the affected material;

• modify or replace the affected material so that it no longer infringes;

• provide a functionally equivalent alternative; or

• terminate the affected portion of the service and provide any remedy expressly required under the applicable agreement.

This protection does not apply to infringement resulting from:

• client-provided materials;

• modifications not made by Nexoris;

• combination with systems or materials not supplied by Nexoris;

• use outside the agreed purpose;

• continued use after Nexoris has instructed the client to stop using the affected material; or

• third-party components subject to their own licence terms.

Nexoris may suspend or terminate access to its website or general digital services where reasonably necessary to protect its systems, users, or legal interests.

Termination of a contracted service will be governed by the applicable project or service agreement.

Where no separate termination provision applies, either party may terminate a continuing service arrangement by providing reasonable written notice, subject to any minimum commitment, payment obligation, or other applicable contractual requirement.

Termination does not affect rights or obligations that accrued before termination.

Upon termination:

• outstanding undisputed fees become payable in accordance with the applicable agreement;

• each party will return or securely dispose of confidential information where required;

• access rights granted solely for the terminated engagement may cease;

• licences that were expressly intended to survive termination will continue according to their terms; and

• provisions that by their nature should survive termination will remain effective.

Where project deliverables are subject to payment conditions, Nexoris may withhold final handover or transfer until the applicable contractual requirements have been satisfied.

Our website may contain links to third-party websites, applications, platforms, or resources.

These links are provided for convenience and do not constitute an endorsement or guarantee of the third party's services, security, content, accuracy, availability, or practices.

Your use of third-party services is governed by the applicable third party's terms and policies.

Nexoris aims to make its digital properties accessible and usable by as many people as reasonably practicable.

If you encounter an accessibility barrier, please contact us and provide enough information for us to understand the issue so that we can consider an appropriate improvement.

We may update these Terms from time to time to reflect changes in our services, business practices, technology, legal requirements, or other relevant circumstances.

The updated version will be published on this website with a revised "Last Updated" date.

Changes will apply prospectively unless otherwise required by law or expressly stated.

For existing contracted engagements, the terms of the applicable executed agreement will continue to govern unless the parties agree otherwise.

A failure or delay by Nexoris to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

A waiver is effective only where made expressly in writing.

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

The remaining provisions will continue in full force and effect.

You may not transfer or assign your rights or obligations under these Terms without Nexoris' prior written consent, except where such transfer is permitted under an applicable written agreement.

Nexoris may assign or transfer its rights and obligations as part of a corporate restructuring, merger, acquisition, sale of substantially all relevant assets, or similar transaction, provided that the assignment does not materially reduce the contractual rights of the client.

Nothing in these Terms creates a partnership, joint venture, employment relationship, agency relationship, or fiduciary relationship between you and Nexoris.

Unless expressly agreed otherwise, each party acts as an independent contractor.

Neither party has authority to bind the other or incur obligations on the other's behalf.

These Terms, together with any applicable Privacy Policy and any applicable project-specific agreements, constitute the agreement governing your use of the relevant Nexoris website or service.

For a particular professional engagement, the applicable signed or otherwise accepted commercial agreement will govern the specific scope and obligations of that engagement.

No representation, statement, or promise outside the applicable contractual documents will create an obligation unless expressly incorporated into the agreement.

These Terms are governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria.

Subject to any mandatory statutory rights and any dispute-resolution mechanism contained in an applicable written agreement, the courts of competent jurisdiction in Nigeria will have jurisdiction over disputes arising from or relating to these Terms.

For commercial engagements, Nexoris and the client may agree to mediation, arbitration, or another dispute-resolution mechanism in the applicable Master Services Agreement or Statement of Work.

Before commencing formal proceedings in relation to a dispute arising under these Terms, the parties should, where reasonably practicable, attempt to resolve the dispute through good-faith discussions between authorised representatives.

Where a separate written agreement contains a dispute-resolution procedure, that procedure will apply.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief where necessary to protect confidential information, intellectual property, data, systems, or other rights.

Formal notices under a contractual engagement must be sent using the notice method specified in the applicable agreement.

For general enquiries concerning these Terms, you may contact Nexoris using the contact details published on our website.

If you have questions about these Terms, our services, or your rights and obligations, please contact:

Nexoris Technologies Ltd
Lagos, Nigeria

Email: hello@nexoristech.com
Website: nexoristech.com

These Terms are intended to establish the general legal framework governing the use of Nexoris' website and services.

Because individual technology engagements can involve materially different requirements, risks, deliverables, intellectual property arrangements, data-processing obligations, service levels, warranties, payment structures, and liability allocations, a client engagement may be governed by additional or different terms contained in a separately executed agreement.

Where such an agreement exists, the specific written agreement will govern the relevant engagement to the extent of any inconsistency with these general Terms.