These Terms and Conditions of Services (“Terms”) apply to all services (“Services”) rendered by Teknifixand/or its subsidiaries and affiliates (herein referred to as “the Company”) to any client/customer (herein referred to as “the Customer”). Acceptance of any proposal, quotation, work order, or service engagement constitutes acceptance of these Terms. Any contrary terms proposed by the Customer shall not apply unless expressly agreed in writing by the Company.

1. Service Engagement and Acceptance

A Customer request for Services constitutes an offer to engage the Company under these Terms. No binding agreement exists until the Company issues a written confirmation (including electronic confirmation) of the request. Quotations issued are valid for thirty (30) days unless otherwise stated.

2. Scope of Services

The Company shall perform Services with reasonable skill, diligence, and in accordance with industry best practices. The scope, deliverables, timelines, and applicable fees shall be as set out in the quotation, work order, or service agreement. Any changes to the scope requested by the Customer must be agreed in writing and may attract additional costs.

3. Service Performance and Delays

Timelines provided are estimates and subject to adjustment based on availability of resources, site conditions, or dependencies on the Customer. The Company shall not be liable for delays arising from the Customer’s failure to provide timely access, approvals, or necessary information. If a firm completion date is agreed in writing, the Customer may request delivery in writing if the Company does not perform on time, and the parties will set a final, reasonable timeline for performance.

4. Prices, Fees, and Taxes

All service fees are exclusive of VAT, withholding tax, or other applicable statutory deductions, unless otherwise stated. Additional costs for travel, accommodation, consumables, equipment hire, or third-party services necessary for performance shall be chargeable to the Customer unless expressly included. The Company reserves the right to adjust service fees in the event of changes in statutory levies, supplier costs, or other uncontrollable factors.

5. Terms of Payment

Unless otherwise agreed, invoices are due within thirty (30) days of issue. Late payments shall attract interest at 2% per month or the maximum rate permissible by law. The Company reserves the right to suspend or withhold Services until outstanding payments are settled.

6. Customer Obligations

The Customer shall:

• Provide the Company with safe and timely access to the site, equipment, or facilities necessary to perform the Services.
• Ensure compliance with all site-specific safety requirements.
• Provide accurate technical information, documents, and approvals as required.
• Be responsible for the proper use and operation of equipment or systems outside the service scope.

7. Warranties and Liability

The Company warrants that the Services will be performed with reasonable skill and care, consistent with industry standards. Except as expressly set out, all warranties (including fitness for purpose) are excluded to the extent permitted by law. The Company’s liability is limited to re-performance of the defective Service or refund of the applicable fees paid for the defective portion of the Service. The Company shall not be liable for consequential, indirect, or loss of profits, revenue, or business interruption.

8. Service-Specific Liabilities

• Site Safety: While the Company engineers and technicians will observe safety protocols, overall responsibility for ensuring a safe work environment rests with the Customer. Any site-specific hazards must be disclosed in advance.
• Customer Equipment: The Company is not responsible for pre-existing defects, hidden faults, or wear-and-tear in the Customer equipment. Liability is limited only to the portion of work directly carried out by the Company.
• OEM Interface: Where services involve OEM equipment still under warranty, the Company’s role shall be limited to advisory, installation, or handling support in line with OEM terms. Responsibility for warranty claims rests with the OEM.
• Accidents and Damage: The Company shall not be liable for accidents, damages, or losses arising from the Customer’s failure to provide adequate supervision, utilities, lifting equipment, or safe operating conditions.
• Insurance: The Customer is expected to maintain adequate insurance for their equipment, premises, and staff. The Company maintains liability insurance for its personnel and workmanship but does not cover Customer-owned assets.

9. Force Majeure

The Company shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including strikes, lockouts, accidents, supply chain disruptions, or governmental restrictions.

10. Confidentiality

Both parties shall keep confidential all technical, commercial, or sensitive information disclosed in the course of engagement and shall not disclose same to third parties without prior consent, except as required by law.

11. Intellectual Property

All intellectual property arising from the performance of Services shall remain the property of the Company unless otherwise expressly agreed. The Customer shall have a non-exclusive right to use deliverables solely for internal business purposes.

12. Termination

Either party may terminate the engagement for material breach if the breach is not remedied within thirty (30) days of written notice. The Company may suspend or terminate Services immediately in case of non-payment, unsafe working conditions, or illegal Customer practices. Termination does not affect accrued rights and obligations up to the termination date.

13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Federal Republic of Nigeria. Any disputes arising shall first be settled amicably, failing which they shall be referred to arbitration under the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria 2004). The venue shall be Lagos, Nigeria, and the proceedings shall be conducted in English.