Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Glidex Technologies Limited ("Company," "we," "our," or "us") regarding your use of our website, services, and products. By accessing our website at glidextech.com or engaging our services, you agree to be bound by these Terms.

2. Description of Services

Glidex Technologies provides technology consulting and software development services, including but not limited to:

• Custom software development and programming
• Web and mobile application development
• AI and machine learning solutions
• DevOps and cloud computing services
• UI/UX design and user experience consulting
• Technical consulting and system architecture
• Maintenance and support services
• Digital transformation consulting

3. Service Engagement and Contracts

3.1 Project Proposals

All projects begin with a detailed proposal outlining scope, deliverables, timeline, and pricing. The proposal becomes binding upon written acceptance by both parties.

3.2 Statement of Work

For each project, we will provide a Statement of Work (SOW) that includes:

• Detailed project scope and specifications
• Deliverables and milestones
• Timeline and deadlines
• Payment terms and schedule
• Roles and responsibilities of both parties
• Change management procedures

3.3 Changes to Scope

Any changes to the agreed scope of work must be documented in writing and may result in adjustments to timeline and costs. We reserve the right to charge additional fees for scope changes requested after project commencement.

4. Payment Terms

4.1 Fees and Pricing

All fees are as specified in the applicable SOW or proposal. Unless otherwise stated, all prices are in USD or GBP and exclude applicable taxes.

4.2 Payment Schedule

Payment terms are typically structured as follows:

• 50% deposit upon SOW signing
• Milestone payments as specified in the SOW
• Final payment upon project completion and delivery
• Monthly invoicing for ongoing support services

4.3 Late Payments

Invoices are due within 30 days of the invoice date. Late payments may incur a service charge of 1.5% per month (18% per annum) on outstanding amounts.

4.4 Expenses

Client will reimburse reasonable expenses incurred in connection with the services, including travel, accommodation, and third-party software licenses, as pre-approved in writing.

5. Intellectual Property Rights

5.1 Client-Owned Work Product

Upon full payment, Client will own all custom-developed work product specifically created for Client, excluding our pre-existing intellectual property and general methodologies.

5.2 Company Intellectual Property

We retain ownership of:

• Pre-existing intellectual property and proprietary methodologies
• General knowledge, skills, and experience gained during the project
• Tools, frameworks, and reusable components developed by us
• Any improvements to our existing intellectual property

5.3 Third-Party Components

Projects may include third-party software, libraries, or components subject to their respective licenses. Client is responsible for compliance with such licenses.

5.4 License to Use

We grant Client a non-exclusive license to use our intellectual property incorporated into the delivered work product solely in connection with the use of such work product.

6. Confidentiality

Both parties acknowledge that they may have access to confidential information. We agree to:

• Keep all client information strictly confidential
• Use confidential information solely for providing services
• Implement appropriate security measures to protect confidential information
• Return or destroy confidential information upon project completion
• Not disclose confidential information to third parties without written consent

7. Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right and authority to enter into this agreement
• Our work will not infringe upon third-party intellectual property rights
• We will comply with applicable laws and regulations

7.2 Warranty Period

We provide a 90-day warranty on deliverables from the date of delivery, covering defects in materials and workmanship under normal use.

7.3 Disclaimers

8. Limitation of Liability

IN NO EVENT SHALL GLIDEX TECHNOLOGIES BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR USE
• BUSINESS INTERRUPTION OR LOST OPPORTUNITIES
• DAMAGES RESULTING FROM THIRD-PARTY SOFTWARE OR SERVICES

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so these limitations may not apply to you.

9. Client Responsibilities

Client agrees to:

• Provide timely access to necessary information, systems, and personnel
• Respond promptly to requests for feedback and approvals
• Designate a primary point of contact for the project
• Provide accurate and complete requirements and specifications
• Make timely payments as specified in the SOW
• Comply with all applicable laws and regulations
• Maintain appropriate backups of all data and systems
• Notify us promptly of any issues or concerns
• Use delivered software and services in accordance with applicable licenses

10. Termination

10.1 Termination for Convenience

Either party may terminate the engagement with 30 days written notice. Upon termination, Client will pay for all work completed and expenses incurred up to the termination date.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in illegal or unethical conduct
• Fails to make payment when due (for Client)

10.3 Effect of Termination

Upon termination, we will deliver all completed work product and return confidential information. Provisions regarding payment, intellectual property, confidentiality, and limitation of liability shall survive termination.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, epidemics, or Internet service failures. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact.

12. Data Protection and Security

12.1 Data Processing

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including GDPR where applicable.

12.2 Security Measures

We implement industry-standard security measures to protect Client data, including:

• Encryption of data in transit and at rest
• Access controls and authentication mechanisms
• Regular security assessments and updates
• Employee security training and confidentiality agreements
• Incident response and breach notification procedures

12.3 Data Breach Notification

In the event of a security incident involving Client data, we will notify Client promptly and cooperate in any required breach notifications or remediation efforts.

13. Compliance and Legal Requirements

13.1 Regulatory Compliance

Both parties will comply with all applicable laws, regulations, and industry standards relevant to their respective obligations under this agreement.

13.2 Export Controls

Client acknowledges that our services and deliverables may be subject to export control laws. Client agrees not to export, re-export, or transfer any deliverables to prohibited countries or persons.

13.3 Anti-Corruption

Both parties agree to comply with all applicable anti-corruption and anti-bribery laws and regulations.

14. Dispute Resolution

14.1 Negotiation

The parties agree to attempt to resolve any disputes through good faith negotiation before pursuing other remedies.

14.2 Mediation

If negotiation fails, disputes shall be submitted to mediation under the rules of a mutually agreed mediation service.

14.3 Jurisdiction

These Terms shall be governed by the laws of England and Wales. Any legal proceedings shall be subject to the exclusive jurisdiction of the English courts.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any applicable SOW or proposal, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 Amendments

These Terms may only be modified by written agreement signed by both parties. We may update these Terms from time to time, and continued use of our services constitutes acceptance of the updated Terms.

15.3 Severability

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

15.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that we may assign to an affiliate or in connection with a merger or sale of assets.

15.5 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

15.6 Notices

All notices must be in writing and delivered to the addresses specified in the applicable SOW or to the contact information provided below.

16. Website Terms of Use

16.1 Acceptable Use

You agree not to use our website to:

• Violate any applicable laws or regulations
• Transmit harmful or malicious code
• Interfere with website functionality or security
• Collect information about other users
• Infringe upon intellectual property rights
• Harass, abuse, or harm others

16.2 Content Accuracy

While we strive to provide accurate information on our website, we make no warranties regarding the completeness, accuracy, or timeliness of the content.

16.3 Third-Party Links

Our website may contain links to third-party websites. We are not responsible for the content or practices of these external sites.

17. Contact Information

Questions about these Terms? Contact Glidex Technologies Limited at hello@glidextech.com, or by phone on +234 704 677 3631 (Nigeria) or +44 7822 809293 (UK). You can also use our contact page.

Legal entity: Glidex Technology Services. Company registration: 7353064.