Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client" or "you") and Techspance ("Company," "we," "our," or "us"), a technology company operating in Nigeria.

By engaging our services, signing a service agreement, or using our website, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you may not use our services.

Techspance provides professional technology services including but not limited to:

• Custom web and mobile application development
• SaaS product development and consulting
• Cloud infrastructure setup and management
• Business systems, ERPs, and workflow automation
• UI/UX design and branding
• Technical consulting and architecture reviews

The specific scope, deliverables, timelines, and payment terms are defined in a separate Statement of Work (SOW) or Service Agreement signed by both parties.

You agree to:

• Provide accurate and complete project requirements in a timely manner
• Designate a primary point of contact for project communication
• Provide timely feedback and approvals to avoid project delays
• Make payments on time as stipulated in the Service Agreement
• Ensure you have the right to use any content, assets, or data you provide to us
• Not use our deliverables for unlawful, harmful, or fraudulent purposes

4.1 Invoicing: Invoices are issued according to the milestones or schedule defined in the Service Agreement. Payment is due within 7 calendar days of invoice date unless otherwise agreed.

4.2 Currency: Services may be invoiced in Nigerian Naira (NGN) or US Dollars (USD) as agreed. Exchange rate conversions, if applicable, will use the rate at the time of invoice.

4.3 Late Payment: Invoices unpaid after 14 days may attract a late fee of 2% per month on the outstanding balance. We reserve the right to suspend work until outstanding invoices are settled.

4.4 Taxes: Prices are exclusive of applicable taxes including VAT (7.5% in Nigeria). Clients are responsible for any withholding tax obligations in their jurisdiction.

5.1 Client Ownership: Upon full payment of all fees, the Client owns all custom deliverables created specifically for them (source code, designs, documentation).

5.2 Techspance IP: We retain ownership of our proprietary tools, frameworks, libraries, boilerplates, and methodologies used in delivery. We grant you a non-exclusive licence to use these as incorporated in your deliverables.

5.3 Portfolio Rights: Unless expressly restricted in writing, we reserve the right to showcase the project in our portfolio, case studies, and marketing materials.

5.4 Third-party Components: Some deliverables may include open-source or third-party licensed components. We will disclose these, and the Client must comply with their respective licences.

Both parties agree to keep confidential all non-public business, technical, and financial information shared during the engagement. This obligation survives the termination of the agreement for 3 years.

We will not disclose your proprietary information to third parties except as necessary to deliver the services (e.g., to subcontractors under equivalent confidentiality terms).

Any changes to the agreed project scope, timeline, or deliverables must be documented in a written Change Order and approved by both parties. Additional work beyond the original scope will be quoted and billed separately.

Requests for changes that significantly affect project scope may result in revised timelines and pricing.

To the maximum extent permitted by law:

• Our total liability for any claim arising from our services shall not exceed the total fees paid by you in the 3 months preceding the claim
• We are not liable for indirect, incidental, consequential, or special damages
• We are not liable for delays caused by your failure to provide timely input, third-party failures, or force majeure events

We warrant that our services will be performed with reasonable care and skill. We provide a 30-day bug-fix warranty post-launch for defects in our deliverables (excluding issues caused by client modifications or third-party changes).

We do not warrant that our services will be error-free or meet every expectation. Technology products involve inherent complexity and may require ongoing maintenance.

10.1 By Client: You may terminate the engagement with 14 days' written notice. You are liable for all work completed and expenses incurred up to the termination date.

10.2 By Techspance: We may terminate immediately if you breach these Terms, fail to make payment after notice, or engage in conduct harmful to our team or reputation.

10.3 Effect of Termination: Upon termination, we will deliver all work completed to date. IP transfers only upon full settlement of outstanding amounts.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation within 30 days.

If unresolved, disputes shall be submitted to mediation under the Lagos Multi-Door Courthouse (LMDC) rules before proceeding to arbitration or litigation.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Neither party shall be liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government actions, pandemics, power outages, or internet service disruptions.

Entire Agreement: These Terms, together with any signed Service Agreement or SOW, constitute the entire agreement between the parties.

Amendments: We may update these Terms periodically. Continued engagement with our services after notice of changes constitutes acceptance.

Severability: If any provision is found unenforceable, it shall be modified to the minimum extent necessary, with remaining provisions intact.

For questions about these Terms:

• Email: info@techspance.com
• Address: Techspance, Ibadan, Oyo State, Nigeria