Terms of
Service

1. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, the following definitions shall apply unless the context requires otherwise:

1.1 "Application" means any website, web application, mobile application, software, platform, system, or digital product developed, designed, created, or delivered by Annacle pursuant to this Agreement or any project agreement between the parties.

1.2 "Client Content" means all data, information, text, images, graphics, logos, trademarks, audio, video, documents, specifications, requirements, and any other materials provided by the Client to Annacle for use in connection with the Services.

1.3 "Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, technical data, trade secrets, know-how, customer information, pricing information, and any information marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.4 "Deliverables" means all work product, materials, code, designs, documentation, and other items to be delivered by Annacle to the Client as specified in the applicable project agreement or statement of work.

1.5 "End Users" means the individuals or entities who access, use, or interact with any Application developed by Annacle for the Client, including but not limited to the Client's customers, employees, contractors, and members of the public.

1.6 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade names, domain names, moral rights, rights of publicity, and any other intellectual property or proprietary rights recognized in any jurisdiction worldwide.

1.7 "Project Agreement" means any statement of work, proposal, contract, or other written agreement between the parties that describes specific Services, Deliverables, timelines, pricing, and other project-specific terms.

1.8 "Third-Party Components" means any software, libraries, frameworks, plugins, APIs, or other components developed by third parties that may be incorporated into or used in connection with the Services or Deliverables.

2. SCOPE OF SERVICES

2.1 Services Offered. Annacle Technology Ltd provides professional technology services including, but not limited to: custom website development, web application development, mobile application development for iOS and Android platforms, user interface (UI) and user experience (UX) design, backend development and API integration, broker and trading platform development, online banking portal development, legal and law firm website development, product management systems, content management system (CMS) development, e-commerce solutions, database design and optimization, cloud infrastructure setup and management, and ongoing maintenance and support services.

2.2 Project-Specific Terms. The specific scope, deliverables, timeline, pricing, and other terms for each engagement shall be set forth in a separate Project Agreement. In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall prevail with respect to the specific project, except where these Terms expressly state that a provision cannot be modified.

2.3 Service Modifications. Annacle reserves the right to modify, update, enhance, or discontinue any aspect of the Services at any time, with or without notice. For ongoing projects, we will make reasonable efforts to notify the Client of material changes that may affect the Deliverables or timeline.

2.4 No Guarantee of Results. While Annacle strives to deliver high-quality Services and meets the specifications agreed upon with the Client, we do not guarantee any specific business results, outcomes, revenue, traffic, conversions, or other performance metrics from the use of Applications or Services. The success of any Application depends on numerous factors beyond our control, including but not limited to market conditions, Client's business operations, marketing efforts, and End User behavior.

3. CLIENT RESPONSIBILITIES AND OBLIGATIONS

3.1 Accurate Information. The Client agrees to provide complete, accurate, and timely information, materials, requirements, and specifications necessary for Annacle to perform the Services. The Client acknowledges that incomplete, inaccurate, or delayed information may result in delays, additional costs, or modifications to the agreed-upon Deliverables.

3.2 Timely Responses. The Client shall respond to Annacle's requests for information, feedback, approvals, and decisions within the timeframes specified in the Project Agreement, or within five (5) business days if no timeframe is specified. Failure to respond in a timely manner may result in project delays, timeline adjustments, or additional charges.

3.3 Access and Permissions. The Client shall provide Annacle with all necessary access, credentials, permissions, and authorizations required to perform the Services, including but not limited to access to hosting accounts, domain registrars, third-party services, APIs, and any existing systems or platforms that require integration.

3.4 Content Responsibility. The Client is solely responsible for ensuring that all Client Content provided to Annacle is accurate, lawful, and does not infringe upon the Intellectual Property Rights or other rights of any third party. The Client represents and warrants that it has all necessary rights, licenses, and permissions to use and provide the Client Content for the intended purposes.

3.5 Legal Compliance. The Client shall be solely responsible for ensuring that the use of any Application or Deliverable complies with all applicable laws, regulations, industry standards, and legal requirements, including but not limited to data protection laws, privacy regulations, consumer protection laws, financial regulations, securities laws, anti-money laundering requirements, and any industry-specific compliance requirements.

3.6 Backup and Security. The Client acknowledges and agrees that it is solely responsible for maintaining adequate backups of all Client Content and data. While Annacle may provide backup services as part of certain Service packages, the Client remains ultimately responsible for ensuring the safety and security of its own data.

4. PAYMENT TERMS AND CONDITIONS

4.1 Pricing. All pricing for Services shall be as set forth in the applicable Project Agreement. Unless otherwise specified, all prices are quoted in Nigerian Naira (₦) and are exclusive of applicable taxes, duties, and other governmental charges.

4.2 Deposit Requirements. Annacle requires a non-refundable deposit of no less than fifty percent (50%) of the total project cost before commencing work on any project, unless otherwise agreed in writing. This deposit secures the Client's place in our development schedule and covers initial planning, design, and development work.

4.3 Payment Schedule. The remaining balance shall be paid according to the milestone schedule set forth in the Project Agreement. For projects without a specified milestone schedule, the remaining balance is due upon completion and prior to final delivery of the Deliverables. We accept payment via bank transfer, online payment platforms, and other methods as agreed upon.

4.4 Late Payments. Any payment not received by the due date shall be subject to a late fee of five percent (5%) per month or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of actual payment. Annacle reserves the right to suspend or terminate Services if payment is more than fourteen (14) days overdue.

4.5 Additional Charges. Any work requested by the Client that is outside the scope of the original Project Agreement shall be subject to additional charges at Annacle's then-current rates. Annacle will provide a written estimate for any additional work before proceeding, and the Client's approval shall be required before such work is performed.

4.6 Taxes. The Client is responsible for all taxes, duties, levies, and other governmental charges applicable to the Services, excluding taxes on Annacle's net income. If Annacle is required to collect or pay any such taxes on behalf of the Client, the Client shall reimburse Annacle promptly upon request.

4.7 No Refunds. Except as expressly provided in this Agreement or required by applicable law, all payments made to Annacle are non-refundable. In particular, deposits, milestone payments for completed work, and payments for Services already rendered are not refundable under any circumstances.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Client Content Ownership. The Client retains all Intellectual Property Rights in and to the Client Content. By providing Client Content to Annacle, the Client grants Annacle a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Content solely for the purpose of providing the Services.

5.2 Transfer of Custom Work. Subject to full payment of all amounts due under the applicable Project Agreement, Annacle assigns to the Client all Intellectual Property Rights in and to the custom work created specifically for the Client as part of the Deliverables, excluding Annacle Pre-Existing Materials and Third-Party Components.

5.3 Annacle Pre-Existing Materials. Annacle retains all Intellectual Property Rights in and to any materials, tools, methodologies, frameworks, libraries, code snippets, templates, or other intellectual property that Annacle owned or developed prior to or independently of the specific project ("Pre-Existing Materials"). To the extent any Pre-Existing Materials are incorporated into the Deliverables, Annacle grants the Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely in connection with the Deliverables.

5.4 Third-Party Components. The Deliverables may include Third-Party Components that are subject to their own license terms. The Client agrees to comply with all applicable license terms for any Third-Party Components. Annacle makes no representations or warranties regarding Third-Party Components beyond those expressly made by the respective licensors.

5.5 Portfolio Rights. The Client grants Annacle the right to display and reference the completed project in Annacle's portfolio, marketing materials, website, social media, case studies, and other promotional materials. If the Client wishes to maintain confidentiality, this must be expressly agreed upon in writing prior to commencement of the project.

5.6 Annacle Branding. Unless otherwise agreed in writing, Annacle may include a discrete credit link or "Developed by Annacle" attribution in the footer or appropriate location of any Application developed for the Client.

6. LIMITATION OF LIABILITY AND DISCLAIMERS

6.1 No Liability for Client's Use of Applications. THE CLIENT ACKNOWLEDGES AND AGREES THAT ANNACLE SHALL HAVE NO LIABILITY WHATSOEVER FOR HOW THE CLIENT, ITS EMPLOYEES, AGENTS, CONTRACTORS, END USERS, OR ANY OTHER PERSONS USE ANY APPLICATION, DELIVERABLE, OR SERVICE PROVIDED BY ANNACLE. The Client assumes full and sole responsibility for the operation, use, deployment, and consequences of any Application developed by Annacle. Annacle disclaims any and all responsibility for the manner in which the Client utilizes, operates, modifies, or distributes any Application or for any actions taken by the Client or its End Users through or in connection with any Application.

6.2 No Liability for Business Losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANNACLE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ANNACLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation applies regardless of the theory of liability, whether based on contract, tort (including negligence), strict liability, or any other legal theory.

6.3 No Liability for Data Loss. ANNACLE SHALL NOT BE LIABLE FOR ANY LOSS, DESTRUCTION, CORRUPTION, UNAUTHORIZED ACCESS, OR DISCLOSURE OF DATA, WHETHER BELONGING TO THE CLIENT, ITS END USERS, OR ANY THIRD PARTY. The Client is solely responsible for maintaining adequate backups and implementing appropriate security measures to protect its data.

6.4 No Liability for Third-Party Actions. Annacle shall not be liable for any damages, losses, or harm caused by third parties, including but not limited to hackers, malicious actors, third-party service providers, hosting companies, payment processors, or any other third parties.

6.5 No Liability for End User Actions. The Client agrees that Annacle shall have no liability whatsoever for any actions, conduct, behavior, claims, disputes, or legal matters arising from or relating to the Client's End Users. The Client shall be solely responsible for all interactions with its End Users and for resolving any disputes, complaints, or claims arising from the use of any Application by End Users.

6.6 No Liability for Legal Compliance. Annacle does not provide legal advice and is not responsible for ensuring that the Client's use of any Application complies with applicable laws, regulations, or industry standards. The Client is solely responsible for obtaining appropriate legal counsel and ensuring compliance with all applicable legal and regulatory requirements.

6.7 No Liability for Financial Transactions. If the Application handles financial transactions, payments, trading, banking, or other monetary operations, Annacle shall not be liable for any financial losses, unauthorized transactions, fraud, errors in calculations, system failures, or any other issues relating to financial operations. The Client assumes full responsibility for implementing appropriate security measures, compliance controls, and risk management procedures.

6.8 Maximum Liability Cap. IN NO EVENT SHALL ANNACLE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO ANNACLE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

6.9 Services Provided "As Is." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Annacle does not warrant that the Services or Deliverables will be uninterrupted, error-free, secure, or meet the Client's specific requirements.

6.10 Client Acknowledgment. THE CLIENT ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE LIMITATIONS SET FORTH IN THIS SECTION 6, THAT THESE LIMITATIONS ARE REASONABLE AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT ANNACLE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

7. INDEMNIFICATION

7.1 Client Indemnification. The Client agrees to indemnify, defend, and hold harmless Annacle and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• The Client's use, operation, or deployment of any Application or Deliverable;
• Any violation of these Terms by the Client;
• Any violation of applicable laws, regulations, or third-party rights by the Client;
• The Client Content or any materials provided by the Client;
• Any claims by End Users or third parties arising from the Client's use of the Services;
• Any illegal, fraudulent, harmful, or unauthorized activities conducted through any Application;
• Any breach of the Client's representations and warranties;
• Any disputes between the Client and its End Users, customers, or partners.

7.2 Indemnification Procedure. Annacle shall promptly notify the Client of any claim subject to indemnification, provided that failure to provide such notice shall not relieve the Client of its indemnification obligations except to the extent that the Client is materially prejudiced by such failure. The Client shall have the right to control the defense and settlement of any such claim, provided that the Client shall not settle any claim without Annacle's prior written consent if such settlement would impose any liability or obligation on Annacle.

7.3 Survival. The indemnification obligations set forth in this Section 7 shall survive the termination or expiration of this Agreement.

8. TERMINATION AND RIGHT TO REFUSE SERVICE

8.1 Right to Refuse Service. Annacle reserves the absolute right to refuse to provide Services to any potential or existing Client at its sole discretion, for any reason or no reason, at any time. Annacle is not obligated to disclose its reasons for refusing service.

8.2 Termination for Illegal Activities. ANNACLE MAY IMMEDIATELY TERMINATE THIS AGREEMENT AND ANY PROJECT AGREEMENT WITHOUT NOTICE OR LIABILITY IF ANNACLE DETERMINES, IN ITS SOLE DISCRETION, THAT THE CLIENT, THE PROJECT, OR ANY INTENDED USE OF THE APPLICATION MAY BE:

• Illegal, unlawful, or in violation of any applicable laws or regulations;
• Fraudulent, deceptive, or designed to mislead or harm others;
• Related to money laundering, terrorist financing, or other financial crimes;
• Harmful to public health, safety, or welfare;
• Promoting illegal gambling, unauthorized securities trading, or pyramid schemes;
• Involved in the distribution of illegal substances, weapons, or contraband;
• Associated with human trafficking, exploitation, or abuse;
• Violating intellectual property rights or privacy rights of others;
• Spreading malware, viruses, or engaging in hacking activities;
• Promoting hate speech, discrimination, or violence;
• Otherwise against public policy or good morals.

8.3 No Refund Upon Termination for Cause. If Annacle terminates this Agreement pursuant to Section 8.2, the Client shall not be entitled to any refund of amounts paid, and all outstanding amounts shall become immediately due and payable. Annacle shall have no obligation to deliver any work product or Deliverables, and Annacle may retain all work performed up to the date of termination.

8.4 Termination by Client. The Client may terminate this Agreement at any time by providing written notice to Annacle. Upon termination by the Client, the Client shall pay for all Services performed and expenses incurred up to the date of termination. The deposit and any milestone payments for completed work are non-refundable.

8.5 Termination for Non-Payment. Annacle may terminate this Agreement and suspend all Services if the Client fails to make any payment when due and such failure continues for fourteen (14) days after written notice.

8.6 Effect of Termination. Upon termination or expiration of this Agreement: (a) all licenses granted to the Client shall terminate, except for licenses to Deliverables for which full payment has been received; (b) the Client shall return or destroy all Confidential Information of Annacle; (c) each party shall return or destroy the other party's property and materials; (d) all provisions that by their nature should survive termination shall survive, including but not limited to Sections 5, 6, 7, 9, 12, and 13.

9. CONFIDENTIALITY

9.1 Confidentiality Obligations. Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such Confidential Information only for the purpose of performing its obligations under this Agreement. Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9.2 Permitted Disclosures. A party may disclose Confidential Information: (a) to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (b) as required by law, court order, or governmental authority, provided that the disclosing party provides reasonable prior notice to the other party to the extent permitted by law.

9.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is rightfully obtained from a third party without restriction on disclosure.

9.4 Duration. The confidentiality obligations set forth in this Section 9 shall survive the termination of this Agreement and continue for a period of five (5) years from the date of disclosure.

10. REPRESENTATIONS AND WARRANTIES

10.1 Client Representations. The Client represents and warrants that:

• It has full power and authority to enter into this Agreement and perform its obligations hereunder;
• The Client Content does not infringe upon any third-party Intellectual Property Rights;
• The Client's use of the Services and any Application will comply with all applicable laws and regulations;
• The Client is not located in a country subject to trade sanctions or embargoes;
• The Client is not engaged in any illegal activities;
• All information provided to Annacle is accurate and complete.

10.2 Annacle Representations. Annacle represents and warrants that:

• It has the right to provide the Services and grant the licenses set forth in this Agreement;
• The Services will be performed in a professional and workmanlike manner;
• The custom work created by Annacle will not knowingly infringe upon any third-party Intellectual Property Rights.

10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, ANNACLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED.

11. PROJECT DELIVERY AND ACCEPTANCE

11.1 Delivery. Annacle will deliver the Deliverables in accordance with the timeline set forth in the applicable Project Agreement. Delivery dates are estimates only and are subject to change based on Client responsiveness, scope changes, and other factors beyond Annacle's reasonable control.

11.2 Acceptance Period. Upon delivery of each milestone or the final Deliverables, the Client shall have seven (7) business days to review and either accept or provide specific written feedback identifying any deficiencies ("Acceptance Period"). If the Client does not provide written feedback within the Acceptance Period, the Deliverables shall be deemed accepted.

11.3 Revisions. Each Project Agreement shall specify the number of revision rounds included in the project scope. Additional revisions beyond those included may be subject to additional charges at Annacle's then-current rates.

11.4 Final Acceptance. Upon final acceptance and full payment, the project shall be considered complete, and Annacle shall have no further obligations with respect to that project except as may be provided in a separate maintenance or support agreement.

12. DISPUTE RESOLUTION

12.1 Informal Resolution. Before initiating any formal dispute resolution procedure, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiations. Either party may initiate such negotiations by providing written notice to the other party describing the dispute and the proposed resolution.

12.2 Arbitration. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, the dispute shall be resolved by binding arbitration administered by a mutually agreed-upon arbitration body. The arbitration shall be conducted in Nigeria, and the decision of the arbitrator shall be final and binding on both parties.

12.3 Costs. Each party shall bear its own costs and attorneys' fees in connection with any dispute resolution proceedings, unless the arbitrator determines that one party's claims or defenses were frivolous or brought in bad faith.

12.4 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

13. GOVERNING LAW AND JURISDICTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.

13.2 Jurisdiction. Subject to the arbitration provisions in Section 12, the parties consent to the exclusive jurisdiction of the courts of Nigeria for any legal proceedings arising out of or relating to this Agreement.

13.3 Compliance with Laws. The Client shall comply with all applicable laws and regulations in connection with its use of the Services and any Application, including but not limited to export control laws, data protection laws, and consumer protection laws.

14. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, epidemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with any Project Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

15.2 Amendment. Annacle reserves the right to modify these Terms at any time by posting the revised Terms on its website. Continued use of the Services after any such modification constitutes acceptance of the modified Terms.

15.3 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision or any other provision in the future.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Assignment. The Client may not assign or transfer this Agreement or any rights or obligations hereunder without Annacle's prior written consent. Annacle may assign this Agreement to any successor to its business or assets.

15.6 Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

15.7 Notices. All notices under this Agreement shall be in writing and shall be sent to the email addresses provided by the parties. Notices to Annacle should be sent to support@annacle.com.

15.8 Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement shall confer any rights upon any third party.

15.9 Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

16. CONTACT INFORMATION

If you have any questions, concerns, or feedback regarding these Terms of Service, please contact us at: