Terms of Service

01Agreement

These terms govern your use of the Novagen AI Labs Limited ("Novagen", "we", "us") website and, unless a signed contract says otherwise, our services. By using the site or engaging us you accept these terms. If you are acting for a company, you confirm you have authority to bind it.

02Our services

We design, build, and operate AI systems for businesses: voice AI applications, workflow automation, agent orchestration, sovereign AI and infrastructure, robotics, and AI consulting. The specific scope, deliverables, timeline, and fees for any engagement are set out in a proposal or statement of work signed by both parties. If a signed document conflicts with these terms, the signed document wins.

03Fees and payment

Fees are stated in the applicable proposal or subscription plan. Unless agreed otherwise, invoices are due within 14 days, subscriptions are billed in advance, and late amounts may pause work or service. Fees exclude taxes, which you are responsible for where they apply.

04Your obligations

To let us deliver, you agree to:

• +Provide accurate information, timely feedback, and the access agreed in the engagement.
• +Hold the rights to any data, content, or systems you ask us to work with.
• +Use our services lawfully, including compliance with data protection and telecommunication rules that apply to your business.
• +Tell your users what they need to know when an AI system we built interacts with them, including any notice or consent the law requires.

05Acceptable use

You may not use our website or services to:

• +Break the law, infringe rights, or deceive people, including passing an AI agent off as a human where disclosure is required.
• +Send spam or place automated calls without the consents the law requires.
• +Probe, disrupt, or overload our systems, or attempt to access data that is not yours.
• +Build a competing service by copying our deliverables or documentation.

06Intellectual property

Unless a signed contract says otherwise: you own your data and content; on full payment you receive the agreed rights to project deliverables; and we keep ownership of our pre-existing tools, frameworks, and know-how, including improvements to them, with a licence to you as needed to use the deliverables. The Novagen name, logo, and website content are ours and may not be used without permission.

07Confidentiality

Each side will protect the other's non-public information with at least reasonable care, use it only for the engagement, and disclose it only to people who need it and are bound to keep it confidential, or where the law compels disclosure.

08Data protection

Personal data we collect through the website is handled under our Privacy Policy. Where we process personal data on your behalf in an engagement, the parties will enter a data processing agreement consistent with the Nigeria Data Protection Act 2023 and, where relevant, the GDPR.

09AI outputs

AI systems are probabilistic. Outputs can be inaccurate, incomplete, or unsuitable for a given purpose, and you are responsible for reviewing them before relying on them in decisions that carry legal, financial, or safety consequences. We build guardrails and evaluation into our work, but we do not warrant that any AI output is error-free.

10Warranties and disclaimers

We warrant that services will be performed with reasonable skill and care by qualified people. Beyond that, the website and services are provided "as is" and we disclaim all other warranties to the extent the law allows, including fitness for a particular purpose and non-infringement.

11Limitation of liability

To the extent the law allows: neither party is liable for indirect, incidental, or consequential loss, including lost profits or data; and each party's total liability arising from an engagement is capped at the fees paid for that engagement in the 12 months before the claim. Nothing limits liability for fraud, wilful misconduct, or anything that cannot be limited by law.

12Indemnity

You will defend and indemnify Novagen against third-party claims arising from your data, your content, your use of deliverables in breach of these terms, or your failure to obtain consents the law requires. We will defend and indemnify you against third-party claims that our deliverables, as provided and used as agreed, infringe their intellectual property.

13Termination

Either party may end an engagement as set out in its contract, or on written notice if the other materially breaches and does not cure within 14 days. On termination you pay for work performed to date, and the clauses that by nature survive (confidentiality, IP, liability, governing law) continue.

14Governing law

These terms are governed by the laws of the Federal Republic of Nigeria. Disputes will first be raised in good-faith negotiation between the parties; failing that, they go to the courts of Lagos, Nigeria, unless a signed contract picks a different forum or arbitration.

15Changes

We may update these terms from time to time. Changes take effect when posted on this page, and the date at the top will tell you when that was. Continued use of the website after a change means you accept it; signed engagements keep the terms they were signed under.

16Contact

Questions about these terms: contact@novagenlabs.ai.