Terms & Conditions

1 Introduction

These Terms and Conditions ("Terms") govern access to and use of the services, websites, applications, proposals, and consulting engagements (collectively, the "Services") provided by Tunjitech Consulting LTD, a company incorporated under the laws of the Federal Republic of Nigeria ("Tunjitech," "the Company," "we," "us," or "our").

By engaging Tunjitech, accessing our website, signing a proposal, statement of work, or service agreement, or otherwise using our Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not use or engage our Services.

2 About Our Services

Tunjitech provides technology and business consulting services, which may include, without limitation, IT strategy and advisory, systems and software consulting, project management, digital transformation support, training, and related professional services ("Consulting Services"). The specific scope, deliverables, timelines, and fees for any engagement will be set out in a separate proposal, statement of work, or service agreement ("Engagement Document") signed by both parties.

In the event of any conflict between these Terms and an Engagement Document, the Engagement Document shall prevail with respect to the specific engagement it governs.

3 Eligibility

By using our Services, you represent that you are at least 18 years of age, or the age of legal majority in your jurisdiction, and that you have the authority to enter into these Terms on behalf of yourself or the entity you represent.

4 Client Responsibilities

To enable Tunjitech to deliver the Services effectively, the Client agrees to:

• Provide accurate, complete, and timely information reasonably required for the engagement;
• Grant reasonable access to relevant personnel, systems, facilities, and documentation;
• Designate a point of contact with authority to make decisions relevant to the engagement;
• Review and provide feedback on deliverables within agreed timeframes;
• Ensure that any third-party licences, hardware, or software required for the engagement are properly procured and maintained.

Tunjitech shall not be liable for delays or failures in performance resulting from the Client's failure to meet these responsibilities.

5 Fees and Payment

1. Fees for Consulting Services shall be as set out in the applicable Engagement Document, quotation, or invoice.
2. Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the invoice date.
3. All fees are exclusive of applicable taxes, levies, or duties (including VAT), which shall be added where applicable.
4. Late payments may attract interest at a rate of 2% per month on the outstanding balance, and Tunjitech reserves the right to suspend Services until overdue amounts are settled.
5. Any expenses (e.g., travel, third-party licences) incurred in the course of an engagement will be billed separately unless otherwise agreed.

6 Intellectual Property

Unless otherwise agreed in writing in an Engagement Document:

• Tunjitech retains ownership of all pre-existing methodologies, tools, templates, frameworks, and know-how used in delivering the Services ("Background IP").
• Upon full payment of applicable fees, the Client shall own the specific deliverables created exclusively for the Client under the engagement ("Foreground IP"), excluding any Background IP embedded therein, for which Tunjitech grants the Client a non-exclusive, perpetual licence to use in connection with the deliverables.
• All trademarks, logos, and branding of Tunjitech Consulting LTD, including the Tunjitech shield logo, remain the exclusive property of the Company and may not be used without prior written consent.

7 Confidentiality

Each party agrees to keep confidential all non-public business, technical, or financial information disclosed by the other party in connection with an engagement ("Confidential Information"), and to use such information solely for the purposes of the engagement. This obligation shall survive termination of the engagement and shall not apply to information that is publicly available, independently developed, or required to be disclosed by law.

8 Warranties and Disclaimers

Tunjitech will perform the Services with reasonable skill, care, and diligence consistent with generally accepted industry standards. However, except as expressly stated in an Engagement Document, the Services are provided "as is" and Tunjitech makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Tunjitech does not guarantee any specific business outcome, financial result, or regulatory approval arising from the Consulting Services, as these depend on factors outside the Company's control.

9 Limitation of Liability

To the maximum extent permitted by applicable law, Tunjitech's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Tunjitech for the specific engagement giving rise to the claim in the twelve (12) months preceding the event.

In no event shall Tunjitech be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms shall limit or exclude liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable Nigerian law.

10 Termination

Either party may terminate an engagement in accordance with the termination provisions set out in the relevant Engagement Document. In the absence of specific provisions, either party may terminate an ongoing engagement by providing thirty (30) days' written notice to the other party.

Upon termination, the Client shall pay Tunjitech for all Services rendered and expenses properly incurred up to the effective date of termination. Sections relating to Fees, Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law shall survive termination.

11 Third-Party Services

Where an engagement involves third-party products, platforms, or service providers, Tunjitech shall not be responsible for the performance, availability, security, or terms of such third-party services, which shall be governed by the applicable third party's own terms.

12 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, government action, labour disputes, power or internet outages, or pandemics.

13 Amendments

Tunjitech reserves the right to update or modify these Terms at any time. Material changes will be communicated via our website or directly to active clients. Continued use of our Services after such changes constitutes acceptance of the revised Terms.

14 Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms or an engagement shall first be referred to good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be referred to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act, or submitted to the exclusive jurisdiction of the courts of Lagos State, Nigeria, as agreed by the parties.

15 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16 Entire Agreement

These Terms, together with any applicable Engagement Document, constitute the entire agreement between the Client and Tunjitech with respect to the Services and supersede all prior agreements, understandings, or representations, whether written or oral.

17 Contact Us

If you have any questions about these Terms, please contact us at: