These Terms of Service (“Terms”) govern the delivery of software engineering, deployment, integration, and managed services by Zhift Platforms Ltd (“Zhift”, “we”, “us”) to our clients (“Client”, “you”). They apply to every proposal, statement of work, service order, or engagement letter unless a mutually signed master agreement expressly supersedes them.
“Agreement” means these Terms plus any statements of work or order forms. “Deliverables” means software, documentation, or other outputs produced for the Client. “Confidential Information” covers non-public data, code, business plans, and personal data processed under this Agreement.
Zhift will deliver services described in each statement of work using qualified personnel and secure engineering practices. We may engage subcontractors or affiliates, provided we remain responsible for their performance and compliance with NDPR, GDPR, and NITDA obligations.
Each party shall implement organisational and technical measures consistent with NDPR Implementation Framework requirements, GDPR Articles 28–33, and applicable NITDA directives. Where Zhift acts as a data processor, the parties will execute a Data Processing Agreement reflecting these standards. Confidential information must not be disclosed except to fulfil the Agreement or comply with law.
Client retains rights to pre-existing materials and data. Zhift retains ownership of its background technology, methodologies, and reusable components. Unless otherwise stated, intellectual property in Deliverables is assigned to the Client upon full payment, while Zhift retains a royalty-free licence to use general know-how and non-identifiable assets for future projects.
Scope changes must be documented in writing and may adjust fees, timelines, or responsibilities. Work will not commence on additional scope until both parties approve the change request.
Fees are invoiced as specified in the statement of work. Unless otherwise stated, invoices are due within 30 days. Late payments accrue interest at 1.5% per month or the maximum allowable rate. Disputed amounts must be raised within 10 days; undisputed portions remain payable on time.
Zhift warrants that services will be delivered with due skill, care, and in compliance with applicable laws. We do not warrant that Deliverables will be error-free or meet every unique requirement. Except for express warranties, services are provided “as is” to the extent permitted by law.
Neither party is liable for indirect, consequential, or punitive damages. Zhift’s aggregate liability arising from the Agreement will not exceed the fees paid by the Client in the twelve months preceding the claim, except for liability that cannot legally be limited or for breaches involving confidentiality or data protection obligations.
Each party will indemnify the other against third-party claims arising from gross negligence, willful misconduct, or infringement of intellectual property rights caused by that party. The indemnified party must provide prompt written notice and allow the indemnifying party to control the defence.
These Terms begin on the effective date of the relevant statement of work and continue until completion or termination. Either party may terminate for material breach with 30 days’ written notice if the breach is not cured. Either party may also terminate if the other becomes insolvent or subject to regulatory sanctions that materially affect performance.
Zhift will maintain records demonstrating compliance with NDPR, GDPR, and NITDA requirements. Upon reasonable notice, and no more than once per year, the Client may audit relevant records. Audits must not disrupt normal operations and the Client must safeguard any information obtained.
Each party represents that it complies with anti-corruption, export control, and sanctions laws, and will not offer bribes or facilitation payments. Services must not be used in violation of applicable trade controls.
Neither party is liable for delays caused by events beyond reasonable control, such as natural disasters, governmental actions, or widespread network outages, provided the affected party promptly notifies the other and resumes performance as soon as practicable.
These Terms are governed by the laws of the Federal Republic of Nigeria. Parties will attempt to resolve disputes amicably. Failing that, disputes will be referred to arbitration in Lagos under the Arbitration and Conciliation Act, with proceedings held in English. Either party may seek injunctive relief in court to protect intellectual property or confidential information.
If there is a conflict between these Terms and a statement of work or master agreement, the specific document signed by both parties will prevail to the extent of the conflict.
Questions about these Terms can be sent to legal@zhiftplatforms.com.
