Terms & Conditions

01Agreement to these terms

These Terms and Conditions ("Terms") govern your access to and use of the website operated by GERLANCE TECHNOLOGY LTD ("Gerlance", "we", "us" or "our"), and form the general basis on which we provide our services.

By using our website or engaging our services, you agree to these Terms. If you are using them on behalf of an organisation, you confirm that you are authorised to accept these Terms on its behalf. If you do not agree, please do not use our website or services.

02About us

GERLANCE TECHNOLOGY LTD is a private company registered in the Federal Republic of Nigeria, with its registered office in Nigeria. We design, develop, deploy and maintain software, applications, digital platforms and technology solutions, including solutions that use artificial intelligence, machine learning, data analytics, natural language processing and automation, and we provide information technology consultancy, software integration, systems development, technical support and training.

03Using our website

You may use our website for lawful purposes only. You agree not to:

• use the website in any way that breaches applicable law or regulation;
• attempt to gain unauthorised access to the website, its servers or any connected systems, or probe, scan or test their vulnerability without our written permission;
• introduce viruses, malware or other harmful material, or interfere with the website's operation;
• scrape, copy or harvest content or data from the website by automated means, except as permitted by law; or
• impersonate any person or misrepresent your affiliation with any person.

We aim to keep the website available and accurate, but we do not guarantee that it will always be uninterrupted, error-free or up to date. We may change, suspend or withdraw any part of it at any time.

04Our services and proposals

Information on our website about our services is provided for general guidance and does not constitute an offer. Any proposal, quotation or estimate we provide is valid for 30 days unless stated otherwise, and is not binding until both parties sign a written agreement.

Each engagement is governed by a separate written agreement, such as a master services agreement, statement of work or service level agreement (each a "Service Agreement"). If there is a conflict between these Terms and a Service Agreement, the Service Agreement prevails.

05Intellectual property

Unless otherwise stated, all content on this website, including text, graphics, logos, designs, illustrations and code, is owned by or licensed to GERLANCE TECHNOLOGY LTD and is protected by intellectual property laws. You may view and print pages for your personal or internal business reference, but you may not reproduce, modify, distribute or commercially exploit any content without our prior written consent.

06Client deliverables

Unless a Service Agreement says otherwise, once you have paid all fees due in full, ownership of the custom software, designs and other deliverables created specifically for you transfers to you.

We retain ownership of our pre-existing materials, tools, libraries, frameworks, know-how and general-purpose components, and grant you a non-exclusive, perpetual licence to use any of them that are incorporated into your deliverables. Open-source software included in a deliverable remains subject to its own licence terms.

07Confidentiality

Each party will keep confidential any non-public business, technical or financial information received from the other and will use it only for the purposes of the engagement. This obligation does not apply to information that is publicly available, already known to the recipient, independently developed, or required to be disclosed by law. More detailed confidentiality terms may be set out in a Service Agreement or non-disclosure agreement.

08Fees and payment

Fees, payment schedules and currencies are set out in the relevant Service Agreement or invoice. Unless agreed otherwise, invoices are payable within 14 days. All fees are exclusive of value added tax and other applicable taxes, which will be added where required by law. We may suspend work on an engagement if undisputed invoices remain unpaid after their due date.

09AI-powered solutions

Systems that use artificial intelligence and machine learning produce outputs based on statistical patterns and may occasionally be inaccurate, incomplete or unexpected. While we design, test and monitor these systems carefully, you remain responsible for:

• reviewing AI-generated outputs before relying on them for important decisions;
• ensuring you have the necessary rights and consents for any data you provide for training, testing or processing; and
• using AI features in line with applicable law, including data protection and consumer protection law.

10Third-party services and links

Our website and solutions may link to or integrate with third-party websites, platforms and services, such as cloud providers, payment gateways and AI model providers. We do not control and are not responsible for their content, availability or practices, and your use of them may be subject to their own terms.

11Disclaimers

Our website and its content are provided "as is" and "as available". To the fullest extent permitted by law, we exclude all warranties, representations and conditions, whether express or implied, regarding the website and its content. Nothing on our website constitutes professional, legal or financial advice.

12Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to that, we will not be liable for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill or data, arising from your use of our website. Our total liability in connection with any engagement is limited as set out in the relevant Service Agreement or, if none applies, to the fees paid to us for the services giving rise to the claim in the 12 months before it arose.

13Indemnity

You agree to indemnify us against any claims, losses and reasonable costs arising from your breach of these Terms, your misuse of our website, or materials or data you provide to us that infringe the rights of a third party.

14Suspension and termination

We may suspend or restrict your access to our website if we reasonably believe you have breached these Terms. Termination of a specific engagement is governed by the relevant Service Agreement. Provisions that by their nature should survive termination, including those on intellectual property, confidentiality, liability and governing law, will continue to apply.

15Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria.

If a dispute arises, the parties will first try in good faith to resolve it through negotiation within 30 days. If it cannot be resolved, either party may refer it to mediation and, failing that, to arbitration in Nigeria under the Arbitration and Mediation Act 2023, unless a Service Agreement provides otherwise. Nothing prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction in Nigeria.

16General

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force. Our failure to enforce any right is not a waiver of it. You may not assign your rights under these Terms without our consent. We will not be liable for delays or failures caused by events beyond our reasonable control.

17Changes to these terms

We may update these Terms from time to time. The latest version will always be published on this page with the date it was last updated. Continued use of our website after changes take effect means you accept the updated Terms.

18Contact us

Questions about these Terms? Email us at hello@gerlance.com or visit our contact page. Our handling of personal data is described in our Privacy Policy.