Terms of Service

1. Services overview

1.1 Consulting services

Techsense Developers provides technology consulting services, including:

• Cloud & managed services: multi-cloud deployment, DevOps, SRE, security, and cost optimization
• Custom software development: full-cycle engineering, web and mobile applications, API development, and AI/ML integration
• IT consulting: digital transformation, industry advisory, risk assessment, and startup strategy
• Workforce augmentation: talent acquisition, team scaling, and specialized skill deployment

1.2 Service delivery model

Founded in 2017, we operate with headquarters in Lekki, Lagos, Nigeria, a US entity incorporated in Delaware (2025), and delivery capabilities across multiple time zones. Services are delivered through engagement models including project-based work, retainer agreements, and workforce augmentation contracts.

2. Client responsibilities and obligations

2.1 Information provision

Clients must:

• Provide accurate, complete, and timely information necessary for service delivery
• Grant appropriate access to systems, data, and personnel as required
• Designate authorized representatives for decision-making and approvals
• Comply with all applicable laws and regulations in their jurisdiction
• Maintain confidentiality of proprietary information and methodologies

2.2 Cooperation and communication

• Participate actively in project meetings, reviews, and milestone assessments
• Provide feedback and approvals within agreed timelines
• Ensure availability of key stakeholders for critical project phases
• Communicate changes in requirements or business objectives promptly

2.3 Technical prerequisites

• Maintain adequate infrastructure and network connectivity
• Ensure proper licensing for third-party software and platforms
• Implement agreed security measures and access controls
• Provide necessary development, staging, and production environments

3. Payment terms and billing

3.1 Pricing and invoicing

• All fees are specified in individual service agreements or statements of work
• Invoices are issued monthly or per agreed milestone completion
• Payment terms are typically Net 30 days from invoice date
• Late payments may incur interest charges of 1.5% per month
• All fees are exclusive of applicable taxes, duties, and government charges

3.2 Expense reimbursement

Pre-approved expenses, including travel, third-party licences, and specialized tools, are billed at cost with supporting documentation.

3.3 Disputed invoices

Any disputed charges must be raised within 30 days of invoice receipt. Undisputed portions remain payable under normal terms.

4. Intellectual property rights

4.1 Client intellectual property

Clients retain all rights to their pre-existing intellectual property, data, and confidential information. Client data and business information remain the exclusive property of the client.

4.2 Work product and deliverables

• Custom-developed software and applications become client property upon full payment
• Documentation, training materials, and project artefacts are transferred to the client
• Source code, deployment guides, and technical specifications are included
• We retain rights to general methodologies, frameworks, and non-client-specific innovations

4.3 Company intellectual property

We retain ownership of our proprietary methodologies, tools, frameworks, and general know-how. Clients receive a licence to use these as part of delivered solutions.

4.4 Third-party components

Open-source and third-party components are governed by their respective licences. We identify all such components and ensure compliance with licensing requirements.

5. Confidentiality and data protection

5.1 Mutual confidentiality

Both parties agree to maintain strict confidentiality of all proprietary information, trade secrets, and sensitive data disclosed during the engagement.

5.2 Data security

• Implementation of enterprise-grade security measures and encryption
• Compliance with applicable data protection regulations (GDPR, CCPA, NDPR)
• Regular security audits and vulnerability assessments
• Incident response procedures and breach notification protocols
• Secure data transmission and storage practices

5.3 Data Processing Agreement

For services involving personal data processing, a separate Data Processing Agreement (DPA) will be executed to ensure GDPR and other privacy-regulation compliance.

6. Service levels and performance

6.1 Service standards

• 99.9% uptime target for managed cloud services
• 24/7 support availability for critical issues
• Response times: critical (1 hour), high (4 hours), medium (24 hours), low (72 hours)
• Regular progress reports and milestone reviews
• Quality assurance testing and validation procedures

6.2 Change management

Changes to project scope, timelines, or deliverables require written approval. Change requests may impact pricing and delivery schedules.

7. Limitation of liability and warranties

7.1 Service warranties

We warrant that our services will be performed with professional skill and care consistent with industry standards. Custom software includes a 90-day warranty for defects.

7.2 Liability limitations

• Our total liability is limited to the fees paid for the specific service giving rise to the claim
• We are not liable for indirect, consequential, or special damages
• Liability exclusions do not apply to wilful misconduct or gross negligence
• Business interruption and lost profits are specifically excluded

7.3 Force majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, or global pandemics.

8. Termination and transition

8.1 Termination rights

• Either party may terminate with 30 days’ written notice
• Immediate termination for material breach, with a 15-day cure period
• Termination for insolvency or bankruptcy
• Project-specific engagements terminate upon completion

8.2 Transition assistance

Upon termination, we provide reasonable transition assistance, including documentation transfer, knowledge-transfer sessions, and an orderly handover of services.

8.3 Data return and destruction

Client data is returned in mutually agreed formats and securely destroyed from our systems within 90 days of termination.

9. Workforce augmentation terms

9.1 Talent deployment

• Qualified professionals are deployed based on specific skill requirements
• All augmented staff remain our employees, taking day-to-day client direction
• Replacement guarantee for unsuitable candidates within 30 days
• Minimum engagement periods may apply based on role complexity

9.2 Client responsibilities

• Provide safe and appropriate working conditions
• Ensure compliance with local employment laws
• Respect confidentiality and non-solicitation agreements
• Report any performance or conduct issues promptly

10. Dispute resolution and governing law

10.1 Governing law

These Terms are governed by the laws of Nigeria. For international clients, disputes may be resolved under internationally recognized arbitration rules.

10.2 Dispute resolution process

1. Direct negotiation between designated representatives (30 days)
2. Mediation through a mutually agreed mediator (60 days)
3. Binding arbitration under Lagos Court of Arbitration rules
4. Expedited procedures for disputes under USD 50,000

10.3 Jurisdiction

For enforcement of arbitral awards or interim relief, parties consent to the jurisdiction of courts in Lagos, Nigeria, or the client’s primary business location.

11. Compliance and regulatory

11.1 Regulatory compliance

• Compliance with the Nigerian Data Protection Regulation (NDPR)
• GDPR compliance for European Union clients
• SOC 2 Type II controls for security and availability
• ISO 27001 information security management standards
• Industry-specific regulations as applicable (HIPAA, PCI DSS, and others)

11.2 Export controls

Both parties will comply with applicable export-control laws and regulations. No technology or services will be provided to sanctioned entities or jurisdictions.

12. General provisions

12.1 Modifications

These Terms may be updated periodically. Material changes will be communicated with 30 days’ advance notice. Continued use of services constitutes acceptance.

12.2 Severability

If any provision is deemed invalid or unenforceable, the remaining provisions continue in full force and effect.

12.3 Assignment

These Terms may not be assigned without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

13. Contact us

For questions about these Terms or to request modifications, please reach out:

• Email: hello@techsensedev.com
• Phone: +234 911 211 1144 (Lagos HQ) · +1 760 232 3641 (US)
• Business address: Lekki, Lagos, Nigeria
• US entity: Techsense Developers, Inc. (Delaware, 2025)