Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Topnet Technologies Limited, a company incorporated under the laws of the Federal Republic of Nigeria with its principal place of business in Lagos, Nigeria ("Topnet", "we", "us", or "our").

By placing an order, signing a proposal, making a payment, or using any service provided by Topnet Technologies Limited, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not engage our services.

2. About Topnet Technologies Limited

Topnet Technologies Limited is a Lagos-based digital technology company incorporated under the Corporate Affairs Commission (CAC) of Nigeria. We provide website design, web development, mobile application development, software products, and related digital services to businesses and organisations across Nigeria and internationally.

3. Services

3.1 Scope of Services

The specific services to be delivered by Topnet will be set out in a written proposal, contract, or Statement of Work ("SOW") agreed upon between Topnet and the Client prior to the commencement of any project. Services may include but are not limited to:

• Website design and development
• Web application development
• Mobile application development (Android and iOS)
• UI/UX design
• Search engine optimisation (SEO)
• Website maintenance and support
• Software-as-a-Service (SaaS) product licensing
• Digital strategy consulting

3.2 Project Timelines

All timelines provided in proposals or SOWs are estimates based on the information available at the time of proposal. Topnet will make every reasonable effort to meet agreed timelines. However, timelines may be affected by delays in Client feedback, changes in project scope, third-party dependencies, or factors outside our reasonable control. Topnet will communicate any material changes to timelines promptly.

3.3 Third-Party Services

Some services may require the use of third-party platforms, hosting providers, APIs, or software (including but not limited to Google, Paystack, Flutterwave, and domain registrars). Topnet will not be liable for the performance, availability, or policies of any third-party service. The Client acknowledges that their use of such third-party services is subject to those third parties' own terms and conditions.

3.4 Hosting and Domain

Unless otherwise agreed in writing, Topnet does not provide hosting or domain registration as part of project fees. Where Topnet manages hosting or domain registration on behalf of a Client, the Client remains the beneficial owner and will have their details registered as the account holder where possible.

4. Client Obligations

The Client agrees to:

• Provide accurate, complete, and timely information, materials, and feedback required for Topnet to deliver the agreed services.
• Designate a point of contact who has authority to provide instructions and approvals on behalf of the Client.
• Review and respond to deliverables, proofs, and requests for feedback within the timeframes agreed in the SOW or, where no timeframe is specified, within seven (7) business days.
• Ensure that all content, images, logos, and materials supplied to Topnet are owned by or properly licensed to the Client, and do not infringe the intellectual property rights of any third party.
• Make all payments in accordance with the agreed payment schedule.

Delays caused by the Client's failure to meet these obligations may result in revised timelines and may attract additional charges.

5. Payments & Fees

5.1 Payment Terms

Unless otherwise agreed in writing, Topnet's standard payment structure for project-based work is:

• 50% deposit payable before commencement of any project.
• 50% balance payable upon completion and before final files or live deployment are delivered.

For subscription-based services (including SaaS products such as TopNet EMR), payment is due at the start of each billing period (monthly or annual) as selected by the Client.

5.2 Currency

All fees for Nigerian clients are quoted and payable in Nigerian Naira (NGN) unless otherwise agreed. International clients may be quoted in United States Dollars (USD) or another agreed currency.

5.3 Late Payment

Invoices not paid within the agreed payment period may attract a late payment fee of 5% of the outstanding amount per month. Topnet reserves the right to suspend work or withhold deliverables until all outstanding balances are settled.

5.4 Taxes

All fees quoted by Topnet are exclusive of Value Added Tax (VAT) and any other applicable taxes, which will be added where required by Nigerian law.

5.5 Scope Changes

Any additions to the agreed project scope requested by the Client after work has commenced will be assessed and quoted separately. No additional work will be undertaken without written approval of the associated costs.

6. Intellectual Property

6.1 Client-Supplied Materials

The Client retains all intellectual property rights in materials, content, logos, and data supplied to Topnet. The Client grants Topnet a non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

6.2 Deliverables

Upon receipt of full payment for a project, Topnet assigns to the Client all intellectual property rights in the custom deliverables created specifically for that Client under the applicable SOW, including website designs, source code, and content developed by Topnet. This assignment excludes:

• Topnet's pre-existing tools, frameworks, libraries, and methodologies used in the development process.
• Open-source components, which remain subject to their respective open-source licences.
• Third-party assets licensed for use in the project (fonts, stock images, plugins), which remain subject to their respective licences.

6.3 Portfolio Rights

Topnet reserves the right to display completed work in its portfolio, on its website, and in marketing materials, unless the Client explicitly requests confidentiality in writing prior to project commencement.

6.4 SaaS Products

For subscription-based SaaS products provided by Topnet (including but not limited to TopNet EMR), the Client is granted a limited, non-exclusive, non-transferable licence to use the software during the subscription period. All intellectual property rights in Topnet's software products remain with Topnet Technologies Limited.

7. Confidentiality

Both parties agree to keep confidential all proprietary or sensitive information disclosed in the course of the engagement that is designated as confidential or that a reasonable person would understand to be confidential. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party is required to disclose by law or court order.

This confidentiality obligation survives the termination of the engagement for a period of three (3) years.

8. Warranties & Disclaimers

8.1 Topnet's Warranty

Topnet warrants that services will be performed with reasonable skill and care, in accordance with the agreed SOW, and using competent personnel.

8.2 Disclaimer

Except as expressly stated in these Terms, all services are provided "as is" and "as available." Topnet makes no warranty, express or implied, that:

• Any website or application will achieve specific business outcomes, traffic levels, or search rankings.
• Any software will be entirely free from bugs or errors.
• Third-party services or platforms used in delivering services will meet the Client's requirements or remain available without interruption.

9. Limitation of Liability

To the fullest extent permitted by applicable law:

• Topnet's total liability to the Client for any claim arising out of or related to the services shall not exceed the total fees paid by the Client for the specific project or service giving rise to the claim in the twelve (12) months preceding the claim.
• Topnet shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
• Topnet shall not be liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including acts of God, internet outages, power failures, government actions, or third-party service failures.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Topnet Technologies Limited and its directors, employees, and contractors from and against any claims, damages, losses, or expenses (including reasonable legal fees) arising out of:

• The Client's use of deliverables in a manner that infringes the rights of a third party.
• Any content or materials supplied by the Client to Topnet that infringe third-party intellectual property rights.
• The Client's breach of these Terms.

11. Termination

11.1 Termination by Client

The Client may terminate a project engagement by providing written notice to Topnet. In the event of termination by the Client:

• Any deposit paid is non-refundable.
• The Client is liable for payment for all work completed up to the date of termination notice.
• Topnet will deliver all completed work upon settlement of all outstanding fees.

11.2 Termination by Topnet

Topnet reserves the right to terminate an engagement with written notice if:

• The Client fails to make payment within thirty (30) days of the due date.
• The Client breaches these Terms and fails to remedy the breach within fourteen (14) days of notice.
• The Client engages in conduct that Topnet reasonably considers harmful, unethical, or damaging to Topnet's reputation.

11.3 SaaS Subscriptions

Subscription-based services may be cancelled by the Client at any time. Cancellation takes effect at the end of the current billing period. No partial refunds are issued for unused subscription time.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

The parties agree to first attempt to resolve any dispute through good-faith negotiation before commencing any legal proceedings.

13. Changes to These Terms

Topnet Technologies Limited reserves the right to update these Terms at any time. Changes will be published on this page with a revised "Last Updated" date. Continued use of our services following notice of changes constitutes acceptance of the updated Terms. We encourage you to review this page periodically.

14. Contact Us

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