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Rosper Solutions

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Terms of Service

The terms that apply when you use our website or work with us.

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1. About these terms

These Terms of Service (“Terms”) apply to your use of rosper.ng (the “Website”) and to the services provided by Rosper Solutions (“Rosper”, “we”, “us”). Our services include website and e-commerce development, search engine optimisation, digital marketing, custom software, hosting, maintenance and related work (the “Services”).

By using the Website or engaging our Services, you agree to these Terms. If you are accepting on behalf of a company or organisation, you confirm that you have authority to bind it. For client projects, these Terms apply together with the signed proposal, statement of work or contract for that project (the “Agreement”). If they conflict, the Agreement prevails.

2. Using the Website

You may browse the Website and use its forms for lawful purposes. You must not:

  • attempt to gain unauthorised access to the Website, its servers or our staff workspace;
  • probe or scan for vulnerabilities, or overload the Website, without our written permission;
  • submit false, misleading, defamatory or unlawful content, or content that infringes others' rights;
  • use automated tools to copy content at scale, or to submit forms or reviews;
  • use the Website to send spam or to impersonate any person or organisation.

Website content is provided for general information and may change without notice. It is not professional, legal or financial advice.

3. Quotations and how a project starts

Prices on the Website (“from ₦…”) are indicative starting points. They are not offers capable of acceptance. A project begins only when both parties have approved a written proposal or Agreement setting out the scope, deliverables, timeline and fees, and any agreed deposit has been received.

Unless stated otherwise, quotations are valid for 30 days. Work requested outside the agreed scope is a change request. We will estimate it in writing and carry it out only after your approval, and it may affect fees and timelines.

4. Fees and payment

  • Fees, the payment schedule (for example a deposit plus milestone payments) and the currency are set out in the Agreement. Fees are in Nigerian Naira unless agreed otherwise.
  • Invoices are payable within 7 days of issue unless the Agreement states otherwise.
  • Fees exclude value added tax (currently 7.5% in Nigeria) and other applicable taxes, which are added where required by law.
  • Third-party costs, such as domain names, hosting plans, paid plugins, advertising spend, API usage, SMS or WhatsApp messaging charges, are separate from our fees unless the Agreement says otherwise.
  • If payment is overdue, we may pause work, suspend hosted services after giving written notice, and withhold delivery of final files until the account is settled.
  • Recurring services (such as SEO, maintenance or hosting) are billed in advance for each period and renew automatically until cancelled in line with section 13.

5. Your responsibilities

To deliver on time, we rely on you to provide accurate information, content, brand assets, access credentials and timely feedback and approvals. You confirm that any material you give us (text, images, logos, data) is yours to use or properly licensed, and does not infringe anyone's rights or break any law. Delays in providing what we need may extend timelines and, where significant, may incur additional fees as set out in the Agreement.

You are responsible for the content of your website or application, including its compliance with laws that apply to your business, such as consumer protection, advertising and data protection laws. You are also responsible for keeping your account passwords secure.

6. Intellectual property

  • Your deliverables: once all fees for a project are paid in full, ownership of the custom designs, code and content we create specifically for you passes to you. Until then, you have a licence to use the deliverables for review and testing only.
  • Our pre-existing materials: we keep ownership of our pre-existing tools, frameworks, components, templates and know-how. Where these are part of your deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use them as part of those deliverables.
  • Third-party and open-source components: these remain subject to their own licences, which we will identify on request.
  • Portfolio: unless you tell us otherwise in writing, we may display the completed work, your name and logo in our portfolio and marketing. We never disclose confidential information when doing so.
  • Website content: the Website's text, design and branding belong to Rosper or our licensors and may not be reproduced without permission.

7. Third-party services

Many solutions depend on third-party platforms such as hosting providers, domain registrars, payment gateways (for example Paystack or Flutterwave), Google, Meta/WhatsApp and AI providers. Your use of these services is governed by their own terms and pricing, which can change. We are not responsible for their outages, policy changes or decisions, such as account suspensions. We will help you respond to them where we reasonably can.

8. Quality, warranty and support

We perform the Services with reasonable skill and care, in line with good industry practice. For 30 days after launch (or the period stated in the Agreement), we will fix defects in our own work that cause it to depart materially from the agreed specification, at no additional cost. This warranty does not cover issues caused by changes made by you or third parties, third-party services, hosting environments we do not manage, or misuse.

Ongoing support, maintenance and hosting are provided under a separate plan or the terms in the Agreement. Apart from what is stated in these Terms or the Agreement, and to the extent permitted by law, the Services and the Website are provided without other warranties.

9. SEO, marketing and AI results

Search rankings, advertising performance, AI-assistant citations and lead volumes depend on factors outside our control, including search-engine algorithms, competition and market conditions. We do not guarantee specific rankings, traffic, leads or revenue. We commit to doing the agreed work professionally, transparently and ethically, and to reporting honestly on results.

10. Confidentiality

Each party will keep the other's confidential information private and use it only for the project. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law. These obligations continue for three years after the end of the relationship, or indefinitely for access credentials and personal data.

11. Data protection

Our handling of personal data about website visitors and business contacts is described in our Privacy Policy. Where we process personal data on your behalf (for example, your customers' records in a system we build or host), we do so only on your documented instructions, as your data processor, under the Nigeria Data Protection Act 2023 and, where applicable, the UK/EU GDPR. A data processing agreement is available on request.

12. Limitation of liability

Nothing in these Terms limits liability that cannot be limited by law, including liability for fraud, or for death or personal injury caused by negligence.

Subject to that, neither party is liable for indirect or consequential loss, or for loss of profits, revenue, data or goodwill. Rosper's total liability arising from a project or these Terms is limited to the fees you paid for the relevant Services in the 12 months before the claim arose.

13. Cancellation and termination

  • Either party may end a project or recurring service by giving written notice as set out in the Agreement. If the Agreement says nothing, 30 days' notice applies for recurring services.
  • If a project is cancelled, you pay for work completed and costs committed up to the cancellation date. Deposits cover initial planning and resource allocation and are non-refundable once work has started, unless the Agreement says otherwise.
  • Either party may end the Agreement immediately if the other materially breaches it and does not remedy the breach within 14 days of written notice, or becomes insolvent.
  • On termination, and once outstanding fees are paid, we will hand over the deliverables and access credentials you are entitled to.

14. Reviews and submitted content

By submitting a review, you confirm that it reflects your genuine experience and you allow us to publish it on the Website with your name and, if provided, your company and role. We may decline or remove reviews that are abusive, unlawful, off-topic or cannot be verified. We do not edit the substance of reviews, and we may publish a reply. You can ask us to remove your review at any time.

15. Events outside our control

Neither party is liable for delay or failure caused by events beyond its reasonable control. These include natural disasters, epidemics, war, civil unrest, government action, widespread power or internet outages, and failures of third-party infrastructure. The affected party will notify the other promptly and resume performance as soon as reasonably possible.

16. Governing law and disputes

These Terms and any Agreement are governed by the laws of the Federal Republic of Nigeria. The parties will first try to resolve any dispute through good-faith negotiation within 30 days. Disputes that are not resolved may be referred to mediation and, failing that, to arbitration under the Arbitration and Mediation Act 2023, seated in Nigeria and conducted in English, unless the Agreement specifies otherwise. Either party may seek urgent injunctive relief from a court of competent jurisdiction.

17. General

If any provision of these Terms is found unenforceable, the rest remain in effect. A failure to enforce a right is not a waiver of it. You may not transfer your rights under these Terms without our consent. We may update these Terms from time to time. The version published here, with its “Last updated” date, applies to new engagements and to continued use of the Website.

18. Contact