1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and JIATech Global Limited (RC: 9550408) ("Company," "we," "our," or "us"), governing your access to and use of our website at jiatech.global and all related services, software, and deliverables.
By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity.
2. Services Overview
JIATech Global Limited provides technology solutions and services including, but not limited to:
- Custom software development and engineering
- Business process automation
- Banking as a Service (BaaS) platform implementation
- AI-powered solutions and machine learning integration
- API design and system integration
- S.W.A.T (Specialized, Well-trained, Agile, Technical) development team staffing
- Technology consulting and digital transformation advisory
Specific services, deliverables, timelines, and compensation are defined in individual Statements of Work (SOW), project proposals, or service agreements executed between you and JIATech Global Limited.
3. Engagement & Project Agreements
3.1 Statements of Work
All project engagements are governed by a signed Statement of Work (SOW) or service agreement that specifies:
- Scope of work and deliverables
- Project timeline and milestones
- Pricing, payment schedule, and payment terms
- Acceptance criteria for deliverables
- Change management procedures
In the event of a conflict between these Terms and a specific SOW, the SOW shall prevail with respect to the services covered by that SOW.
3.2 Change Requests
Any changes to the agreed scope of work must be documented in a written Change Request, signed by both parties. Changes may affect project timelines, costs, and deliverables. We will provide a revised estimate before proceeding with any change.
4. Payment Terms
4.1 Fees & Invoicing
- Fees for services are as specified in the applicable SOW or proposal
- Invoices are issued according to the payment schedule outlined in the SOW
- All fees are quoted in the currency specified in the agreement (typically USD or NGN)
- Fees are exclusive of applicable taxes unless otherwise stated
4.2 Payment Schedule
Unless otherwise agreed in writing:
- An upfront deposit (typically 30–50% of total project value) is required before work commences
- Milestone-based payments are due within 14 days of invoice date
- For S.W.A.T team engagements, invoicing is monthly in arrears
4.3 Late Payments
Overdue invoices may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend work on any project with outstanding invoices exceeding 30 days past due.
5. Intellectual Property
5.1 Client Ownership
Upon full payment of all applicable fees, the Client shall own all intellectual property rights in custom-developed deliverables created specifically for the Client under a SOW, including source code, documentation, and designs ("Client IP").
5.2 Company Retained Rights
JIATech Global Limited retains ownership of:
- Pre-existing IP: Tools, libraries, frameworks, and methodologies developed by JIATech Global Limited prior to or outside the scope of the engagement
- General knowledge: Skills, know-how, techniques, and experience gained during the engagement
- Reusable components: Generic, non-client-specific code modules, unless otherwise agreed in the SOW
Where pre-existing IP is incorporated into Client deliverables, JIATech Global Limited grants the Client a perpetual, non-exclusive, royalty-free license to use such IP solely in connection with the delivered solution.
5.3 Open Source
If open-source software is incorporated into deliverables, JIATech Global Limited will disclose the relevant open-source components and their applicable licenses. The Client is responsible for complying with such open-source license terms.
6. Confidentiality
6.1 Obligations
Both parties agree to maintain the confidentiality of all non-public information disclosed during the engagement ("Confidential Information"), including but not limited to:
- Business strategies, financial data, and trade secrets
- Technical specifications, source code, and system architecture
- Customer data and user information
- Pricing, proposals, and contractual terms
6.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was known to the receiving party prior to disclosure
- Is independently developed without use of Confidential Information
- Is required to be disclosed by law or court order (with prompt notice to the disclosing party)
6.3 Duration
Confidentiality obligations survive termination of the engagement for a period of 3 years, or indefinitely for trade secrets.
7. Warranties & Disclaimers
7.1 Service Warranty
JIATech Global Limited warrants that:
- Services will be performed in a professional and workmanlike manner consistent with industry standards
- Deliverables will substantially conform to the specifications outlined in the applicable SOW for a period of 90 days following acceptance ("Warranty Period")
- During the Warranty Period, we will remedy any defects in the deliverables at no additional cost
7.2 Disclaimer
Except as expressly stated above, all services and deliverables are provided "AS IS" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.3 Website Disclaimer
Information on our website, including blog posts and case studies, is provided for general informational purposes only and does not constitute professional advice. We make no guarantees regarding the accuracy, completeness, or timeliness of website content.
8. Limitation of Liability
- To the maximum extent permitted by law, JIATech Global Limited's total liability for any claim arising from or related to our services shall not exceed the total fees paid by the Client under the applicable SOW during the 12 months preceding the claim
- In no event shall JIATech Global Limited be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption, regardless of the theory of liability
- These limitations apply even if JIATech Global Limited has been advised of the possibility of such damages
9. Indemnification
The Client agrees to indemnify, defend, and hold harmless JIATech Global Limited and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:
- The Client's use of delivered software in a manner not contemplated by the SOW
- The Client's breach of these Terms or any applicable law
- Any third-party claims arising from Client-provided content, data, or materials
10. Termination
10.1 Termination for Convenience
Either party may terminate an engagement with 30 days' written notice. Upon termination for convenience, the Client shall pay for all work completed and expenses incurred through the effective date of termination.
10.2 Termination for Cause
Either party may terminate immediately upon written notice if the other party:
- Commits a material breach that remains uncured for 15 days after written notice
- Becomes insolvent or files for bankruptcy
- Engages in illegal activity in connection with the engagement
10.3 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due
- Each party shall return or destroy the other party's Confidential Information
- JIATech Global Limited will deliver all completed work product and work-in-progress upon receipt of full payment
- Sections relating to IP, confidentiality, limitation of liability, and governing law survive termination
11. Non-Solicitation
During the term of any engagement and for 12 months following its completion, neither party shall directly solicit or hire the other party's employees or contractors who were involved in the project, without prior written consent. This does not restrict responses to general public job advertisements.
12. Force Majeure
Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to: natural disasters, pandemics, war, government actions, power outages, internet disruptions, or other acts of God. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.
13. Governing Law & Dispute Resolution
13.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.
13.2 Dispute Resolution
In the event of a dispute, the parties agree to:
- Good faith negotiation for a period of 30 days
- If unresolved, mediation administered under the rules of the Lagos Court of Arbitration
- If mediation fails, binding arbitration in Lagos, Nigeria, conducted in English
Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction.
14. General Provisions
- Entire agreement: These Terms, together with applicable SOWs, constitute the entire agreement between the parties and supersede all prior negotiations and agreements
- Amendments: Modifications to these Terms must be in writing and signed by both parties
- Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full force
- Assignment: Neither party may assign these Terms without prior written consent, except in connection with a merger or acquisition
- Waiver: Failure to enforce any provision does not constitute a waiver of that provision
- Notices: All formal notices must be in writing and delivered to the addresses specified in the applicable SOW or to our registered office
15. Contact Us
For questions regarding these Terms of Service, please contact us: