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Terms of Service

Legal terms governing the use of ETROG's technology infrastructure solutions, services, and platform offerings.

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Last Updated: March 15, 2025

These Terms of Service were last revised on the date indicated above. Please review them periodically for updates.

Welcome to ETROG ("we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of ETROG's technology infrastructure solutions, services, websites, and related platforms (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use our Services.

1. Agreement to Terms

Binding Agreement: These Terms constitute a legally binding agreement between you and ETROG Technologies Limited. By using our Services, you confirm that you have read, understood, and agree to be bound by these Terms.

These Terms apply to all visitors, users, and others who access or use our Services, including but not limited to:

  • Clients purchasing or licensing our technology solutions
  • Partners and resellers of our products and services
  • Visitors to our websites and digital platforms
  • Users of our software applications and cloud services
  • Participants in our training and certification programs

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "you" or "your" shall refer to such entity.

2. Definitions

For the purposes of these Terms:

"Services"

Refers to all technology infrastructure solutions provided by ETROG, including but not limited to: N-SPARK Smart Parking, AI Enterprise Platform, Security Systems, Solar Power Solutions, and related software and hardware.

"Client Data"

Means any data, information, or material provided or submitted by you to the Services in the course of using the Services.

"Intellectual Property Rights"

Means all patents, copyrights, trademarks, trade secrets, and any other proprietary rights recognized in any jurisdiction worldwide.

"NDPR"

Means the Nigeria Data Protection Regulation 2019 and any amendments thereto.

Other terms used in these Terms shall have the meanings ascribed to them in context or as defined in the relevant Service Level Agreements (SLAs), Statements of Work (SOWs), or other contractual documents.

3. Services & Solutions

ETROG provides technology infrastructure solutions across multiple platforms:

3.1 Service Description

Our Services include but are not limited to:

  • Smart Infrastructure Solutions: N-SPARK Smart Parking systems, LASPA-compliant platforms
  • AI & Automation: Enterprise AI agents, RAG architectures, automation platforms
  • Security Systems: Perimeter security, biometric access control, surveillance systems
  • Energy Solutions: Solar power systems, microgrid solutions, energy management
  • Identity Systems: Biometric enrollment, identity verification, access management
  • Professional Services: Consulting, implementation, training, and support

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time. We will provide reasonable notice of any material changes that may affect your use of the Services.

3.3 Service Levels

Specific service levels, uptime guarantees, and performance metrics are detailed in individual Service Level Agreements (SLAs) provided with each solution deployment.

4. Payments & Fees

Payment Terms: All fees for Services are as specified in the applicable proposal, quotation, or contract. Unless otherwise agreed in writing, payments are due within 30 days of invoice date.

4.1 Pricing Structure

  • One-time implementation and setup fees
  • Recurring license or subscription fees
  • Maintenance and support fees
  • Custom development charges

4.2 Payment Methods

  • Bank transfers (Naira or foreign currency accounts)
  • Online payment platforms
  • Corporate invoicing with payment terms

Late Payments

Late payments may be subject to interest charges at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend Services for accounts with outstanding balances beyond 60 days.

5. Intellectual Property Rights

Ownership: All Intellectual Property Rights in the Services, including software, hardware designs, documentation, and related materials, are and shall remain the exclusive property of ETROG Technologies Limited and its licensors.

ETROG's IP

  • Software code, algorithms, and APIs
  • AI models, training data, and methodologies
  • Hardware designs and specifications
  • Documentation, manuals, and training materials

Client's IP

  • Client Data and proprietary information
  • Business processes and operational data
  • Customer lists and relationship data

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, ETROG grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services for your internal business purposes during the subscription term.

5.2 Restrictions

You may not:

  • Reverse engineer, decompile, or disassemble any software component
  • Modify, adapt, or create derivative works based on the Services
  • Remove any proprietary notices or labels
  • Use the Services for any illegal or unauthorized purpose
  • Transfer, sell, rent, lease, or distribute the Services to third parties

6. Data Protection & Privacy

NDPR Compliance: ETROG complies with the Nigeria Data Protection Regulation (NDPR) 2019 and other applicable data protection laws. Our complete Privacy Policy details our data handling practices.

6.1 Data Processing

In providing the Services, ETROG may process Client Data. We commit to:

  • Processing Client Data only for the purposes of providing the Services
  • Implementing appropriate technical and organizational security measures
  • Not disclosing Client Data to third parties except as required by law or with your consent
  • Assisting you in fulfilling your obligations under applicable data protection laws

6.2 Data Security

We implement industry-standard security measures to protect Client Data, including encryption, access controls, and regular security assessments. However, no method of transmission over the Internet or electronic storage is 100% secure.

Data Processing Addendum

For clients requiring GDPR compliance or additional data protection terms, a separate Data Processing Addendum (DPA) is available upon request.

7. Warranties & Disclaimers

7.1 Service Warranty

ETROG warrants that:

  • The Services will perform materially in accordance with the applicable documentation
  • Professional services will be performed in a professional and workmanlike manner
  • Hardware components will be free from defects in materials and workmanship for the warranty period

7.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND:

  • No warranties of merchantability or fitness for a particular purpose
  • No warranty of non-infringement of third-party rights
  • No warranty that the Services will be uninterrupted or error-free

7.3 Third-Party Components

Certain Services may include third-party software, hardware, or services. These third-party components are subject to their own terms and conditions, and ETROG disclaims all liability related to such third-party components.

8. Limitation of Liability

Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ETROG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

8.1 Total Liability

ETROG'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

8.2 Exceptions

The limitations of liability in this Section 8 shall not apply to:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any other liability that cannot be excluded or limited under applicable law
  • Breach of data protection obligations
  • Infringement of intellectual property rights

Essential Basis

The limitations and exclusions of liability in this Section 8 are fundamental elements of the basis of the bargain between ETROG and you, and ETROG would not be able to provide the Services on an economic basis without such limitations.

9. Term & Termination

9.1 Term

These Terms remain in effect while you use our Services. Specific subscription terms are detailed in individual service agreements, proposals, or contracts.

9.2 Termination by Client

You may terminate your use of the Services at any time by providing written notice. Termination may be subject to early termination fees as specified in your service agreement.

9.3 Termination by ETROG

We may suspend or terminate your access to the Services immediately if:

  • You materially breach these Terms and fail to cure such breach within 30 days of notice
  • You fail to make payments when due
  • You become insolvent, file for bankruptcy, or cease business operations
  • Required to do so by law or regulatory authority

9.4 Effects of Termination

Upon termination:

  • Your right to use the Services immediately ceases
  • You must pay all outstanding fees
  • We may delete or deactivate your account and all related data
  • Sections that by their nature should survive termination will survive

10. Governing Law & Dispute Resolution

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.

10.1 Dispute Resolution

Any dispute arising out of or relating to these Terms shall be resolved as follows:

  1. Negotiation: The parties shall attempt to resolve the dispute through good faith negotiations for a period of 30 days
  2. Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation administered by the Lagos Multi-Door Courthouse or similar institution
  3. Arbitration: If mediation fails, the dispute shall be finally settled by arbitration in accordance with the Arbitration and Conciliation Act of Nigeria
  4. Court Proceedings: Either party may seek injunctive relief in any court of competent jurisdiction

10.2 Venue

Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the courts located in Lagos, Nigeria. You waive any objections to such jurisdiction and venue.

Acceptance & Contact

By using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

Questions?

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

Updates to Terms

We may update these Terms from time to time. We will notify you of any material changes by posting the new Terms on this page and updating the "Last Updated" date.

Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.