Last Updated: December 2025
1. PREAMBLE AND ACCEPTANCE
THIS AGREEMENT is made between ANIBIM TECHNOLOGIES LTD (RC: “), a company incorporated under the laws of the Federal Republic of Nigeria with its registered office at [ ] (“Anibim“, “We“, “Us“, “Service Provider“), and THE CLIENT identified in the applicable Invoice, Quotation, or Statement of Work (“Client“, “You“).
1.1 Acceptance of Terms
By engaging Anibim for services, making a payment (deposit or full), or clicking “I Agree” on any of our digital platforms, you expressly agree to be bound by this Agreement. These terms supersede any prior verbal discussions or emails unless explicitly amended in a written Statement of Work (SOW) signed by a Director of Anibim.
2. GENERAL COMMERCIAL TERMS (APPLICABLE TO ALL SERVICES)
2.1 Quotations and Validity
- Validity Period: Due to the volatility of foreign exchange rates affecting hardware costs (Solar panels, CCTV cameras, Servers), all Quotations are valid for a period of seven (7) days from the date of issue.
- Exchange Rate Variation: For projects involving imported hardware, Anibim reserves the right to adjust the final invoice amount if the Naira (NGN) devalues against the US Dollar (USD) by more than 5% between the date of Quotation and the date of Payment.
2.2 Payment Structure
Unless otherwise stated in a specific Statement of Work (SOW), the following standard payment milestones apply:
| Service Category | Milestone 1 (Mobilization) | Milestone 2 (Progress) | Milestone 3 (Completion) |
| Physical Infrastructure (Solar, CCTV, Smart Home) | 70% (To secure equipment procurement) | 20% (Upon delivery of materials to site) | 10% (Upon Commissioning/Handover) |
| Software & AI Development | 50% (Commencement Fee) | 25% (Beta Release / First Review) | 25% (Final Deployment / Go-Live) |
| Consulting & Audits | 100% (Upfront) | N/A | N/A |
2.3 Invoicing and Taxes
- VAT: All fees are exclusive of Value Added Tax (VAT). The Client shall pay VAT at the prevailing rate (currently 7.5%) in addition to the quoted fees.
- Withholding Tax (WHT): If the Client is legally mandated to deduct WHT, they must provide Anibim with a valid WHT Credit Note from the Federal Inland Revenue Service (FIRS) within 30 days of the deduction. Failure to provide the Credit Note will result in the deducted amount remaining due as a debt.
- Late Payment: Invoices are due upon presentation. Any sum remaining unpaid after fourteen (14) days shall attract interest at the rate of 2.5% per month, accruing daily.
2.4 Cancellation and Refunds (FCCPA Compliance)
In compliance with the Federal Competition and Consumer Protection Act (FCCPA) 2018:
- Defective Goods: Clients are entitled to a full refund or replacement for hardware found to be defective upon delivery, provided notice is given within seven (7) days.
- Change of Mind (Hardware): Returns of non-defective hardware are subject to a 15% restocking fee and must be returned in original, sealed packaging within 7 days. Custom-ordered equipment (e.g., industrial solar batteries) is non-refundable.
- Change of Mind (Software/Services): Once development or consulting work has commenced, mobilization fees are non-refundable as they cover the reservation of engineering time and preliminary IP creation.
3. SCHEDULE A: SOLAR ENERGY & PHYSICAL INFRASTRUCTURE
Applicable to: Solar Inverters, Panels, Batteries, CCTV Installation, Smart Home Automation, Networking Hardware.
3.1 Site Readiness and Safety
The Client guarantees that the installation site (roof, wall, server room) is structurally sound and free from hazards (e.g., exposed live wires, unrestrained animals). Anibim reserves the right to suspend work without penalty if the site is deemed unsafe by our lead engineer.
3.2 Warranty Policy
- Manufacturer’s Warranty (Pass-Through): Anibim assigns the benefit of the Original Equipment Manufacturer (OEM) warranty to the Client.
- Solar Panels: Typically 20-25 years (Performance).
- Inverters/Batteries: Typically 1-5 years (Product).
- Anibim Workmanship Warranty: We provide a One (1) Year Warranty on our installation work. This covers loose cabling, trunking detachment, and mounting stability.
- Exclusions: Warranties are voided if:
- The system is tampered with by a third-party technician.
- Damage is caused by “Acts of God” (Lightning, Flood) where adequate surge protection (installed by us) was bypassed or overwhelmed by grid spikes outside rated tolerance.
3.3 Title and Risk (Romalpa Clause)
- Risk: Risk of loss or damage to equipment passes to the Client upon delivery to the Client’s premises. The Client is advised to ensure the equipment is immediately upon delivery.
- Title: Legal ownership of the equipment does not pass to the Client until Anibim has received payment in full. Anibim reserves the right to enter the Client’s premises to repossess unpaid equipment if payment is overdue by more than 45 days.
4. SCHEDULE B: SOFTWARE, AI & WEB DEVELOPMENT
Applicable to: Custom Software, Mobile Apps, Websites, AI Models, Automation Scripts.
4.1 Intellectual Property (IP) Rights
- Background IP (Anibim’s Tools): Anibim retains full ownership of its pre-existing code libraries, frameworks, AI algorithms, and developer tools used to build your project. You receive a perpetual, non-exclusive license to use these tools as part of your software.
- Foreground IP (Your Custom Product): Upon full payment, the Client is assigned ownership of the User Interface (UI), User Experience (UX) designs, and Business Logic specific to the Client’s requirements.
- AI Ownership:
- The Model: Anibim retains ownership of the underlying AI model architecture and training methodologies.
- The Brain (Weights & Biases): The Client owns the specific model “weights” and “biases” generated by training the model exclusively on the Client’s proprietary data.
4.2 User Acceptance Testing (UAT)
- Testing Window: Upon delivery of the project (or milestone), the Client has ten (10) business days to test the deliverables.
- Deemed Acceptance: If the Client does not provide a written list of “Critical Bugs” (errors preventing core functionality) within this window, the deliverable is deemed Accepted, and the final payment becomes due.
- Scope Creep: Changes requested during UAT that were not in the original Statement of Work will be billed as “Additional Requirements” at our standard hourly rate.
4.3 AI Disclaimer (Hallucinations)
The Client acknowledges that Generative AI technologies are probabilistic. Anibim makes no warranty that AI outputs will be 100% accurate, factually correct, or free from bias. The Client assumes full responsibility for reviewing AI-generated content or advice before acting upon it.
5. SCHEDULE C: SECURITY SYSTEMS & CYBERSECURITY
Applicable to: CCTV Surveillance, Access Control, Penetration Testing, Security Audits.
5.1 Data Privacy & CCTV (NDPA 2023 Compliance)
- Client as Controller: The Client acknowledges that in the operation of CCTV systems, the Client is the Data Controller as defined by the Nigeria Data Protection Act 2023.
- Anibim as Processor: Anibim acts solely as the Installer/Processor. We do not monitor, view, or store your footage unless specifically contracted for “Managed Security Services.”
- Client Obligations: The Client is solely responsible for:
- Registering the surveillance system with the Nigeria Data Protection Commission (NDPC).
- Placing visible “CCTV in Operation” signage at all entry points.
- Ensuring cameras do not capture private public spaces or neighboring properties.
5.2 Penetration Testing “Safe Harbor”
- Authorisation: The Client explicitly authorises Anibim to perform security attacks (Penetration Testing) on the Client’s specified networks.
- Legal Immunity: The Client agrees not to prosecute Anibim, its employees, or agents under the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 for any actions taken within the agreed scope of the Security Audit.
- Data Backup: The Client acknowledges that penetration testing carries inherent risks of system instability. The Client agrees to perform a full system backup before testing begins. Anibim is not liable for data loss during authorised testing.
6. SCHEDULE D: MAINTENANCE & SUPPORT
Applicable to: Solar AMCs, Software Retainers, Managed Security.
6.1 Service Level Agreement (SLA)
For clients on a Retainer Agreement:
- Response Time: Anibim guarantees a response to “Critical Incidents” (System Down) within 4 hours during business days.
- Resolution Time: We aim to resolve critical hardware issues within 48 hours (subject to spare part availability) and software issues within 24 hours.
- Remote Access: The Client grants Anibim remote access rights to servers/inverters for troubleshooting purposes.
7. LIABILITY, INDEMNITY & FORCE MAJEURE
7.1 Limitation of Liability
To the fullest extent permitted by Nigerian law:
- Liability Cap: Anibim’s total aggregate liability for any claim arising out of this Agreement shall not exceed 100% of the total fees paid by the Client for the specific service giving rise to the claim during the preceding 12 months.
- No Consequential Loss: Anibim shall not be liable for any indirect damages, including loss of profit, loss of business, loss of data, or business interruption.
7.2 Force Majeure (Nigerian Context)
Anibim shall not be liable for delays or failures in performance caused by events beyond our reasonable control, including but not limited to:
- National Grid Collapse.
- Severe Fuel/Diesel Scarcity is preventing mobility or site power.
- Embargoes or Customs Delays on imported hardware.
- Internet Service Provider (ISP) / Undersea Cable Cuts.
8. DISPUTE RESOLUTION
We believe in practical solutions over litigation.
- Amicable Settlement: Parties shall attempt to resolve any dispute through direct negotiation between Managing Directors for a period of 14 days.
- Mediation: If negotiation fails, the dispute shall be referred to the Lagos Multi-Door Courthouse (LMDC) for mediation in accordance with its Practice Directions.
- Arbitration: If mediation fails, the dispute shall be referred to a single arbitrator appointed by the Chair of the Chartered Institute of Arbitrators (UK) Nigeria Branch, under the Arbitration and Mediation Act 2023. The seat of arbitration shall be Lagos.
9. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria.