Terms of Service

Throughout these Terms, the following definitions apply:

By accessing our Website or using our Services, you agree to these Terms of Service and our Privacy Policy. These Terms constitute a legally binding agreement between you and HillPrime Innovations.

If you are accessing or using our Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such case, "you" and "your" will refer to that entity.

HillPrime Innovations provides technology consulting, custom software development, product design, and digital transformation services. Specific service terms, deliverables, timelines, and pricing will be detailed in separate Statements of Work (SOW) or Service Agreements.

3.1 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

3.2 Third-Party Services

Our Services may integrate with or contain links to third-party services. We are not responsible for the content, policies, or practices of any third-party services. Your use of third-party services is at your own risk and subject to their respective terms.

By using our Services, you represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction
• You have the legal capacity to enter into a binding contract
• You are not barred from receiving services under applicable laws
• All information you provide is accurate, complete, and current
• You will maintain the accuracy of such information and promptly update it as necessary

To access certain features of our Services, you may need to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to:

• Notify us immediately of any unauthorized access or security breach
• Ensure that you exit from your account at the end of each session
• Not share your account credentials with any third party
• Not use another user's account without permission

We reserve the right to disable any user account at any time if we believe you have violated these Terms.

You agree not to use our Services to:

We reserve the right to investigate and take appropriate legal action against anyone who violates these provisions, including removing offending content, suspending accounts, and reporting to law enforcement.

7.1 Our Intellectual Property

All Content on our Website, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, is the property of HillPrime Innovationsor its content suppliers and is protected by Nigerian and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our Content without our prior written consent.

7.2 Client Materials and Work Product

Unless otherwise specified in a written agreement:

• You retain ownership of all materials you provide to us ("Client Materials")
• Upon full payment, you own the final deliverables specifically created for you ("Work Product")
• We retain ownership of pre-existing tools, frameworks, and methodologies used in development
• We reserve the right to use general knowledge and experience gained during the project

7.3 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without restriction or compensation to you.

8.1 Fees and Billing

Fees for Services will be specified in the applicable Statement of Work or Service Agreement. Unless otherwise agreed:

• Project-based work: 50% deposit before commencement, 50% upon completion
• Retainer agreements: Monthly in advance
• Hourly consulting: Billed monthly in arrears
• All fees are exclusive of applicable taxes unless stated otherwise

8.2 Late Payments

Late payments may incur interest at 1.5% per month (or the maximum rate permitted by law) plus any collection costs. We reserve the right to suspend Services for accounts with outstanding payments exceeding 30 days.

8.3 Refunds

Refund policies will be specified in individual Service Agreements. Generally, deposits are non-refundable once work has commenced, except as required by law.

Each party agrees to maintain in confidence all proprietary information disclosed by the other party ("Confidential Information") and not to use such Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms.

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was rightfully in the receiving party's possession prior to disclosure
• Is rightfully obtained from a third party without breach of any confidentiality obligation
• Is independently developed without use of the disclosing party's Confidential Information

This obligation survives termination of these Terms for a period of 3 years (or indefinitely for trade secrets).

10.1 Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HillPrime Innovations SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF OUR SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $1,000 USD, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

You agree to defend, indemnify, and hold harmless HillPrime Innovations, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of our Services
• Your violation of these Terms
• Your violation of any rights of a third party
• Your conduct in connection with our Services
• Content you submit, post, or transmit through our Services

These Terms remain in effect until terminated by either party. We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including breach of these Terms.

Upon termination:

• All licenses and rights granted to you will immediately cease
• You must immediately cease all use of our Services
• Any outstanding payments become immediately due
• Sections regarding Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law survive termination

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 provisions.

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the courts of Lagos State, Nigeria. You consent to the personal jurisdiction and venue of such courts.

14.1 Informal Resolution

Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us at founder@hillprimeinnovations.com. We'll try to resolve the dispute informally within 30 days.

14.2 Arbitration

If informal resolution fails, any dispute shall be finally resolved by binding arbitration administered by the Lagos Court of Arbitration in accordance with its rules. The arbitration shall be conducted in English in Lagos, Nigeria.

The arbitrator's decision shall be final and binding on both parties. Judgment on the award may be entered in any court having jurisdiction.

14.3 Class Action Waiver

YOU AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting the updated Terms on our Website with a revised "Last Updated" date.

Your continued use of our Services following the posting of revised Terms means that you accept and agree to the changes. We encourage you to review these Terms frequently.

For material changes, we will make reasonable efforts to notify you via email or a prominent notice on our Website at least 30 days before the changes become effective.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be in writing and signed by an authorized representative.

These Terms, together with our Privacy Policy and any written Service Agreements, constitute the entire agreement between you and HillPrime Innovations regarding our Services and supersede all prior agreements and understandings.

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