Terms & Conditions

1. Introduction

Welcome to Nelc Digital ("Nelc Digital", "we", "us", "our"). These Terms & Conditions ("Terms") govern your access to and use of our website and any services, content, or materials we provide (collectively, the "Services"). By accessing or using our website or Services, you agree to be bound by these Terms. If you do not agree, you must not use our website or Services.

2. Services Provided

Nelc Digital is a governance‑first AI advisory and implementation firm. Our Services may include, among other things:

• AI strategy and roadmap advisory
• AI readiness assessments and literacy programs
• Governance, risk, and compliance consulting (including NDPA/GDPR/EU AI Act alignment)
• AI/ML pilot design and implementation
• Agentic AI and workflow automation design
• Executive coaching and related professional services

The specific scope, deliverables, and commercial terms for any client engagement will be set out in one or more separate contracts, statements of work, or order forms (collectively, "Engagement Terms"). If there is a conflict between these Terms and any signed Engagement Terms, the Engagement Terms will usually prevail for that engagement.

3. Changes to These Terms

We may update these Terms from time to time, for example to reflect changes in law, our Services, or our business. When we do, we will update the "Last updated" date above and post the revised Terms on this page. Where required by law, or where changes are material, we may provide additional notice. Your continued use of our website or Services after changes take effect constitutes your acceptance of the updated Terms.

4. Eligibility, Account Registration and Use

Some features of our Services (such as client portals, briefing subscriptions, or collaboration spaces) may require you to create an account or provide certain information. You agree to:

• provide accurate, current, and complete information;
• keep your login credentials secure;
• promptly update your information as needed; and
• be responsible for all activities that occur under your account.

You must not share your account credentials with unauthorized persons or use another person's account without permission.

5. Privacy

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy explains how we comply with the Nigeria Data Protection Act 2023 (NDPA), the EU General Data Protection Regulation (GDPR), and other applicable data protection laws when processing personal data. By using our website or Services, you acknowledge that your personal data will be processed in accordance with our Privacy Policy.

6. Acceptable Use

You agree to use our website and Services only for lawful purposes and in a manner that does not:

• violate any applicable law or regulation (including NDPA, GDPR, or sector‑specific regulations);
• infringe the rights of others, including privacy or intellectual property rights;
• introduce malicious code (such as viruses, worms, or trojans);
• attempt to gain unauthorized access to our systems, accounts, or data; or
• interfere with the security, availability, or integrity of the website or Services.

We reserve the right to investigate suspected violations and to suspend or terminate access where misuse is identified.

7. Intellectual Property

Unless otherwise stated in specific Engagement Terms, all content and materials on our website and in our general‑purpose Services including text, graphics, logos, icons, images, videos, reports, templates, training materials, processes, and underlying software are owned by Nelc Digital or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Subject to these Terms, we grant you a limited, non‑exclusive, non‑transferable license to access and use the website and publicly available resources for your internal business purposes only. You must not:

• copy, modify, distribute, or create derivative works from our content, except as expressly permitted;
• remove or alter any copyright, trademark, or other proprietary notices; or
• use our name or logos in a way that suggests endorsement without prior written consent.

Where we develop bespoke deliverables for you under separate Engagement Terms (e.g., reports, code, or configurations), ownership and license rights will be defined in those Engagement Terms.

8. Third‑Party Services and Links

Our website and Services may contain links to third‑party websites or integrate with third‑party platforms (e.g., analytics tools, collaboration tools, AI providers). These third parties are independent of Nelc Digital, and we are not responsible for their content, security, or practices.

Your use of third‑party sites and services is at your own risk and subject to their own terms and privacy policies. We encourage you to review those policies before using such services.

9. Disclaimers

Our website and general information (including articles, briefings, and examples) are provided for general information purposes only and do not constitute legal, regulatory, or financial advice. You should obtain appropriate professional advice before relying on any information for decision‑making.

Except as expressly set out in a signed Engagement Term or as required by law:

• the website and Services are provided "as is" and "as available";
• we do not warrant that the website or Services will be uninterrupted, error‑free, or free of harmful components;
• we disclaim all warranties and representations, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non‑infringement, to the maximum extent permitted by applicable law.

10. Limitation of Liability

To the fullest extent permitted by applicable law, Nelc Digital and its directors, employees, contractors, and affiliates will not be liable for:

• any indirect, incidental, special, consequential, or punitive damages; or
• any loss of profits, revenue, data, goodwill, or business opportunities,

arising out of or in connection with your use of (or inability to use) the website or general‑purpose Services, even if we have been advised of the possibility of such damages.

Where liability cannot be excluded under applicable law, our aggregate liability arising from or relating to your use of the website or general‑purpose Services will, to the extent permitted by law, be limited to a reasonable amount, taking into account the nature of the claim and your use of the Services. In the case of a paid engagement, liability caps and exclusions will be governed by the applicable Engagement Terms.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under Nigerian law or other applicable law (for example, liability for fraud).

11. Indemnity (B2B Context)

To the extent permitted by applicable law, you agree to indemnify and hold harmless Nelc Digital and its directors, employees, and contractors from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms;
• your misuse of the website or Services; or
• your violation of any applicable law or the rights of a third party.

12. Suspension and Termination

We may suspend or terminate your access to the website or certain features of the Services at any time, with or without notice, if:

• you breach these Terms or any applicable Engagement Terms;
• your use poses a security, legal, or reputational risk; or
• we discontinue or materially modify the website or relevant Services.

Termination of access to the website does not automatically terminate any separate Engagement Terms, which will be governed by their own termination provisions.

13. Governing Law and Dispute Resolution

These Terms and any non‑contractual obligations arising out of or in connection with them are governed by the laws of the Federal Republic of Nigeria, without regard to conflict‑of‑law rules.

Where you are a business user, you agree that any dispute arising out of or relating to these Terms or the website will be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria, unless otherwise agreed in a signed Engagement Term.

If you access our Services from other jurisdictions, you are responsible for compliance with local laws to the extent they apply.

14. Changes to the Website or Services

We may update, suspend, or discontinue any part of the website or certain features of our Services at any time, for example to improve performance, address security risks, or reflect strategic changes. We will, where reasonably possible, avoid changes that materially degrade paid Services during an active engagement without prior notice, but we reserve the right to make changes where necessary.

15. Entire Agreement and Severability

These Terms (together with our Privacy Policy and any applicable Engagement Terms you may enter into with us) represent the entire agreement between you and Nelc Digital relating to your use of the website and general‑purpose Services and supersede any prior understandings on the same subject.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

16. Contact Us

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

• Email: lawrence@nelc.digital
• Postal address: 6th Floor, Investment House, Broad Street, Lagos