Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and AptWorld Technology Ltd. ("AptWorld," "we," "us," or "our"), a company registered in the Republic of Ghana with its principal place of business at Airport City, Accra, Ghana.

By accessing our website at aptworld.tech, engaging our consulting services, signing a Statement of Work ("SOW"), or using any AI solutions we develop (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

2. Our Services

AptWorld Technology provides artificial intelligence consulting and development services, including but not limited to:

• AI strategy consulting and digital transformation roadmapping
• Custom machine learning model development and training
• Natural language processing (NLP) and computer vision solutions
• AI-powered application development and deployment
• MLOps infrastructure setup and model monitoring
• Corporate AI training and knowledge transfer programs
• Ongoing maintenance, support, and model optimization

2.1 Service Engagements

Specific services, deliverables, timelines, and fees for each engagement are documented in a separate Statement of Work (SOW) or Master Service Agreement (MSA) executed by both parties. The SOW/MSA, together with these Terms, forms the complete agreement for each engagement.

2.2 Changes to Services

We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

3. User Accounts & Responsibilities

To access certain features of our Services, you may need to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials
• Promptly notify us of any unauthorized access or security breach
• Accept responsibility for all activities occurring under your account
• Use the Services only for lawful purposes and in accordance with these Terms

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activities.

4. Intellectual Property

4.1 Our IP

All intellectual property rights in and to the Services, including our proprietary methodologies, tools, frameworks, software libraries, documentation, and pre-existing code ("AptWorld IP"), remain our exclusive property. We grant you a limited, non-exclusive, non-transferable license to use AptWorld IP solely as necessary to receive the Services.

4.2 Your IP

You retain all rights to your pre-existing data, software, trademarks, and other materials provided to us for the purpose of delivering the Services ("Client IP"). You grant us a limited license to use Client IP solely to perform the Services.

4.3 Deliverables

Upon full payment, ownership of custom deliverables specifically created for you under a SOW ("Deliverables") transfers to you, except that:

• AptWorld IP incorporated into Deliverables remains our property
• We retain the right to use general knowledge, skills, and experience gained during the engagement
• We may retain anonymized, aggregated insights for research and improvement of our services

5. Confidentiality

Both parties agree to protect each other's confidential information shared during the engagement. "Confidential Information" includes business plans, technical data, customer information, trade secrets, and any information designated as confidential.

Confidential information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed without use of the disclosing party's confidential information; or (d) is required to be disclosed by law or court order.

Our confidentiality obligations survive termination of these Terms for a period of five (5) years, or indefinitely for trade secrets.

6. Data & AI Models

6.1 Data Handling

You are responsible for ensuring you have the legal right to provide us with any data used in the Services. You represent that your data does not violate any third-party rights, including intellectual property, privacy, or confidentiality rights.

6.2 AI Model Performance

While we employ industry best practices in AI development, you acknowledge that:

• AI models have inherent limitations and may produce incorrect or biased outputs
• Model performance depends on data quality, quantity, and relevance
• We do not guarantee specific accuracy metrics unless explicitly agreed in the SOW
• AI systems should be used as decision-support tools, not as sole decision-makers for critical applications

6.3 Data Security

We implement commercially reasonable security measures to protect your data during processing. Detailed security commitments are specified in our Data Processing Addendum (DPA), available upon request.

7. Payment & Fees

7.1 Fee Structure

Fees for Services are as specified in the applicable SOW. Unless otherwise stated:

• Fixed-price projects: 40% deposit upon SOW execution, 30% at midpoint milestone, 30% upon final delivery
• Time-and-materials: Monthly invoicing based on hours worked at agreed rates
• Retainer engagements: Monthly retainer fee paid in advance

7.2 Invoicing & Payment

Invoices are due within thirty (30) days of the invoice date. Payments not received within this period may incur a late fee of 1.5% per month on the outstanding balance. All fees are quoted in USD or GHS as specified in the SOW and exclude applicable taxes.

7.3 Expenses

Reasonable out-of-pocket expenses (travel, accommodation, software licenses required for the project) will be pre-approved by you and reimbursed at cost with proper documentation.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability arising out of or relating to these Terms shall not exceed the total amount paid by you to AptWorld in the twelve (12) months preceding the claim
• We are not liable for damages resulting from your misuse of Deliverables, unauthorized modifications, or failure to follow our recommendations

These limitations do not apply to: (a) breaches of confidentiality; (b) indemnification obligations; (c) willful misconduct or gross negligence; or (d) claims that cannot be limited under applicable law.

9. Term & Termination

These Terms remain in effect until terminated by either party.

9.1 Termination for Convenience

Either party may terminate an engagement with thirty (30) days' written notice. Upon termination, you will pay for all Services rendered and expenses incurred up to the termination date.

9.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure within fifteen (15) days; (b) becomes insolvent or files for bankruptcy; or (c) engages in illegal activities related to the Services.

9.3 Effect of Termination

Upon termination: (a) all licenses granted by us terminate; (b) you must cease using our proprietary materials; (c) each party returns or destroys the other's confidential information; and (d) sections on IP, Confidentiality, Limitation of Liability, and Governing Law survive termination.

10. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Ghana, without regard to conflict of law principles.

Any dispute arising from these Terms shall first be addressed through good-faith negotiation between senior representatives of both parties. If not resolved within thirty (30) days, the dispute shall be submitted to binding arbitration in Accra, Ghana, under the rules of the Ghana Arbitration Centre. The arbitration shall be conducted in English, and the award shall be final and binding.

11. Contact Us

If you have any questions about these Terms, please contact us: