Terms

These Terms and Conditions (“Terms”) govern your access to and use of the website located at globeceven.com or related web asset (the “Site”) and the IT consulting, advisory, and technical services (the “Services”) offered by Globeceven (“Company,” “we,” “us,” or “our”). By accessing the Site or engaging our Services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, please do not use the Site or our Services.

  1. Overview of Services

Globeceven provides information technology consulting services, which may include but are not limited to: IT strategy and advisory, software development, systems integration, cybersecurity consulting, cloud infrastructure design, network architecture, technical project management, and related support services (“Services”).

Specific scope, deliverables, timelines, and fees for any engagement will be detailed in a separate Statement of Work (“SOW”), proposal, or service agreement (“Engagement Agreement”) executed between the Company and the Client. In the event of a conflict between these Terms and an Engagement Agreement, the Engagement Agreement shall govern with respect to that specific engagement.

  1. Eligibility

By using the Site or engaging our Services, you represent that you are at least 18 years of age and have the legal authority to enter into a binding agreement on behalf of yourself or the entity you represent.

  1. Use of the Site

You agree to use the Site only for lawful purposes. You shall not:

Attempt to gain unauthorized access to any portion of the Site, related systems, or networks;
Introduce viruses, malware, or other harmful code;
Use automated means (bots, scrapers) to access the Site without our prior written consent;
Copy, reproduce, distribute, or create derivative works from Site content without authorization;
Misrepresent your identity or affiliation with any person or entity.

We reserve the right to suspend or terminate your access to the Site at our discretion for any violation of these Terms.

  1. Proposals, Quotes, and Engagement

Any quote, proposal, or estimate provided by the Company is valid for the period stated therein and is not binding until accepted in writing by both parties via a signed Engagement Agreement or SOW. The Company reserves the right to decline any engagement at its sole discretion.

  1. Fees and Payment

5.1 Fees. Fees for Services will be specified in the applicable Engagement Agreement and may be structured as fixed-fee, hourly/time-and-materials, retainer-based, or milestone-based, as agreed.

5.2 Invoicing. Unless otherwise agreed, invoices will be issued and honored before service / monthly / upon milestone completion / per the Engagement Agreement and are due as of the invoice date.

5.3 Late Payment. Late payments may be subject to interest at a rate of 3% per month (or the maximum permitted by applicable law), and the Company reserves the right to suspend Services until outstanding amounts are paid.

5.4 Expenses. Client agrees to reimburse the Company for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. The Company reserves the right to suspend Services until outstanding amounts are paid.

5.5 Taxes. Fees are exclusive of applicable taxes, duties, or levies, which shall be the responsibility of the Client unless otherwise required by law.

  1. Client Responsibilities

Client agrees to:

Provide timely access to personnel, systems, data, and information reasonably required for the Company to perform the Services;

Ensure the accuracy and completeness of information provided to the Company;
Obtain any necessary third-party licenses, consents, or approvals required for the Company to perform the Services;
Designate a point of contact with authority to make decisions related to the engagement.

Delays caused by Client’s failure to meet these responsibilities may result in adjusted timelines or additional fees.

  1. Intellectual Property

7.1 Pre-Existing IP. Each party retains ownership of all intellectual property it owned prior to the engagement (“Background IP”). Nothing in these Terms transfers ownership of either party’s Background IP.

7.2 Deliverables. Unless otherwise specified in an Engagement Agreement, upon full payment of all applicable fees, the Company assigns to Client ownership of work product and deliverables created specifically for Client under the engagement (“Deliverables”), excluding any Company Background IP, open-source components, or third-party tools incorporated therein, which are licensed to Client on a non-exclusive basis to the extent necessary to use the Deliverables.

7.3 Tools and Methodologies. The Company retains ownership of its proprietary tools, frameworks, methodologies, templates, and know-how used in delivering the Services, regardless of whether incorporated into Deliverables.

7.4 License to Use Site Content. All content on the Site (text, graphics, logos, trademarks) is owned by or licensed to the Company and may not be used without prior written permission.

  1. Confidentiality

Each party agrees to protect the other party’s confidential information disclosed during the engagement with the same degree of care it uses to protect its own confidential information (and no less than reasonable care), and to use such information solely for purposes of the engagement. This obligation survives termination of the engagement for a period of 16 years, and indefinitely with respect to trade secrets.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosed information; or (d) is required to be disclosed by law or court order.

  1. Data Protection and Privacy

Where the Company processes personal data on behalf of the Client in connection with the Services, the parties agree to comply with applicable data protection laws. Specific data processing terms may be set out in a separate Data Processing Agreement where required. Please also refer to our Privacy Policy for information on how we handle personal data collected via the Site.

  1. Warranties and Disclaimers

10.1 Limited Warranty. The Company warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION OR AN ENGAGEMENT AGREEMENT, THE SERVICES AND SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

10.3 The Company does not guarantee specific business outcomes, results, or performance improvements resulting from the Services, as these depend on factors outside our control, including Client’s implementation and use of recommendations.

  1. Limitation of Liability

11.1 To the maximum extent permitted by applicable law, in no event shall the Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, or business opportunity, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages.

11.2 The Company’s total cumulative liability arising out of or related to the Services shall not exceed the total fees paid by Client to the Company for the specific engagement giving rise to the claim during the 6-month period preceding the event giving rise to liability.

11.3 Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable law (e.g., liability for gross negligence, willful misconduct, or fraud, where applicable).

  1. Indemnification

Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and subcontractors from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) Client’s breach of these Terms; (b) Client’s misuse of the Services or Deliverables; or (c) Client’s violation of applicable law or third-party rights.

  1. Term and Termination

13.1 These Terms remain in effect for as long as you use the Site or engage the Company’s Services. Specific engagements terminate as set out in the applicable Engagement Agreement.

13.2 Either party may terminate an engagement for convenience upon 30 days written notice, unless otherwise specified in the Engagement Agreement.

13.3 Either party may terminate immediately upon written notice if the other party materially breaches these Terms or the Engagement Agreement and fails to cure such breach within 16 days of receiving notice.

13.4 Upon termination, Client shall pay for all Services performed and expenses incurred up to the effective date of termination. Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, and Indemnification shall survive termination.

  1. Independent Contractor Relationship

The Company is an independent contractor, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

  1. Non-Solicitation

During the term of any engagement and for 36 months thereafter, Client agrees not to directly solicit for hire any Company personnel who were materially involved in delivering the Services, without the Company’s prior written consent.

  1. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or utility failures, or other events of force majeure.

  1. Third-Party Services and Links

The Site or Services may reference or integrate third-party tools, platforms, or links. The Company is not responsible for the content, accuracy, or practices of third-party services, and use of such services is at Client’s own risk and subject to the third party’s own terms.

  1. Modifications to Terms

We may revise these Terms from time to time. Updated Terms will be posted on the Site with a revised “Last Updated” date. Continued use of the Site or Services after changes take effect constitutes acceptance of the revised Terms. Material changes affecting an active engagement will be communicated directly to the Client.

  1. Governing Law and Dispute Resolution

19.1 These Terms shall be governed by and construed in accordance with the laws of The Republic of Ghana, without regard to its conflict of laws principles.

19.2 Any dispute arising out of or relating to these Terms or the Services shall first be addressed through good-faith negotiation between the parties. If unresolved within 16 days, disputes shall be resolved through mediation. If unresolved within 16 days, disputes shall be resolved through binding arbitration, as the exclusive forum for resolving such disputes.

  1. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

  1. Entire Agreement

These Terms, together with any applicable Engagement Agreement, SOW, and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, understandings, or representations, whether written or oral.

  1. Contact Information

If you have any questions about these Terms, please Contact us.

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