Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "Partner," or "User") and Velonze Limited ("Velonze," "we," "us," or "our"), governing your access to and use of our website at velonze.ng, our software products, and all technology services we provide (collectively, the "Platform").

By accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use our Platform or services.

1. Eligibility & Account Responsibilities

• You must be at least 18 years of age and have the legal authority to enter into binding agreements on behalf of yourself or the organization you represent.
• If you are accessing the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
• You are responsible for maintaining the confidentiality of any account credentials, API keys, or access tokens provided by Velonze and for all activity that occurs under your account.
• You agree to notify us immediately at info@velonze.ng if you suspect any unauthorized use of your account or any security breach.

2. Scope of Services

Velonze provides the following services, subject to separate service agreements, proposals, or statements of work:

• Custom Software Development: Design, architecture, and end-to-end development of bespoke software products.
• Web & Mobile Application Development: Responsive, SEO-optimized web and mobile applications.
• Business Process Automation: Workflow analysis and deployment of automation systems.
• AI & Intelligent Solutions: Integration of AI features, predictive analytics, and intelligent automation into client products.
• Cloud & Infrastructure: Cloud architecture design, migration, and managed infrastructure services.
• I.T. Advisory & Consulting: Strategic technology guidance, stack evaluation, and IT roadmap planning.

The specific scope, deliverables, timelines, and fees for each engagement are defined in individual project agreements or proposals. These Terms apply to all such engagements in addition to any project-specific terms.

3. Acceptable Use

You agree to use the Platform and any software or systems delivered by Velonze only for lawful purposes. You must not:

• Use the Platform to transmit or store any material that is unlawful, defamatory, fraudulent, or infringes on the intellectual property rights of any third party.
• Attempt to gain unauthorized access to any systems, networks, or databases associated with the Platform or Velonze's infrastructure.
• Reverse-engineer, decompile, or otherwise attempt to extract source code from any software or product delivered by Velonze, except where explicitly permitted in a service agreement.
• Use any automated tools, scrapers, or bots to access the Platform in a manner that places an unreasonable load on our infrastructure.
• Misrepresent your identity or affiliation with any person or organization when using the Platform.
• Use our services to develop competing products or services without our prior written consent.

4. Intellectual Property

A. Velonze's Intellectual Property

All content on the Velonze website — including but not limited to text, graphics, logos, design elements, and software tools developed internally — is the exclusive property of Velonze Limited and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works without our prior written consent.

B. Client-Owned Deliverables

Subject to full payment of applicable fees, intellectual property rights in custom software, applications, and systems developed exclusively for a client are transferred to the client as specified in the relevant project agreement or statement of work. Velonze retains rights to any pre-existing tools, frameworks, libraries, or methodologies used during delivery.

C. Client-Provided Materials

You grant Velonze a non-exclusive, limited licence to use any materials, data, code, assets, or information you provide solely for the purpose of delivering the agreed services.

5. Confidentiality

Both parties agree to treat as confidential any non-public business information, technical data, trade secrets, or proprietary materials disclosed during the course of an engagement ("Confidential Information").

• Confidential Information may not be disclosed to third parties without the prior written consent of the disclosing party, except as required by law or regulation.
• This obligation survives the termination or expiry of any service agreement for a period of three (3) years.
• Where a separate Non-Disclosure Agreement (NDA) is in place, its terms shall govern alongside these Terms.

6. Payment Terms

• All fees, payment milestones, and schedules are defined in the relevant project proposal or service agreement.
• Invoices are due and payable within the period stated on the invoice. Overdue payments may attract interest at a rate of 1.5% per month.
• Velonze reserves the right to suspend or terminate services for accounts with outstanding unpaid invoices after reasonable notice.
• All fees are exclusive of applicable taxes, levies, or duties unless otherwise stated. Clients are responsible for any applicable taxes in their jurisdiction.

7. Warranties & Disclaimers

A. Velonze's Warranty

Velonze warrants that services will be performed with reasonable skill and care, and that deliverables will substantially conform to agreed specifications as described in the relevant project documentation.

B. Disclaimer of Other Warranties

Except as expressly stated above, the Platform and all services are provided on an "as is" and "as available" basis. Velonze makes no warranties — express or implied — regarding uninterrupted availability, fitness for a particular purpose, or the accuracy of information on the Platform. We do not warrant that the Platform will be free from errors, viruses, or other harmful components.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

• Velonze shall not be liable for any indirect, incidental, special, consequential, or punitive damages — including loss of profit, loss of data, or business interruption — arising out of your use of or inability to use the Platform or our services.
• Our total aggregate liability to you for any claim arising under or in connection with these Terms or any service agreement shall not exceed the total fees paid by you to Velonze in the three (3) months immediately preceding the event giving rise to the claim.
• Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be excluded by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Velonze Limited and its directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Platform; (b) your violation of these Terms; (c) your violation of any applicable law or third-party rights; or (d) any content or data you provide to Velonze in connection with our services.

10. Termination

• Either party may terminate a service engagement as specified in the applicable project agreement, typically with written notice of 14–30 days unless otherwise agreed.
• Velonze reserves the right to suspend or terminate your access to the Platform immediately and without notice if you breach any provision of these Terms or engage in conduct that we reasonably consider harmful to us or other users.
• Upon termination, all outstanding fees become immediately due, and each party shall return or securely destroy the other's Confidential Information as requested.
• Sections covering intellectual property, confidentiality, payment, liability, and indemnification survive termination.

11. Third-Party Services & Links

Our Platform may integrate with or contain links to third-party services, tools, or websites (such as cloud providers, payment processors, or analytics platforms). These are governed by their own terms and privacy policies. Velonze is not responsible for the content, availability, or practices of any third-party service.

12. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising under or in connection with these Terms shall be resolved as follows:

• Negotiation: The parties will first attempt to resolve any dispute through good-faith negotiation within 30 days of written notice of the dispute.
• Mediation: If negotiation fails, the parties agree to attempt resolution through a mutually agreed mediator before pursuing litigation.
• Litigation: Any unresolved dispute shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

13. Changes to These Terms

We may revise these Terms from time to time. The latest version will always be posted on our Platform with a revised "Last Updated" date. Continued use of the Platform after changes are posted constitutes your acceptance of the updated Terms. Where changes are material, we will make reasonable efforts to notify existing clients by email.

14. Contact Us

For questions, concerns, or legal notices regarding these Terms, please contact: