Gigitright Terms of Service

1.Introduction and Contracting Parties

Welcome to Gigitright.

These Terms of Service (“Terms”) govern access to and use of websites, applications, marketplaces, services, programs and other offerings operated or made available by Gigitright Limited.

These Terms constitute a legally binding agreement between you (“you”, “your”, or “User”) and Gigitright Limited, a company incorporated under the laws of the Federal Republic of Nigeria.

References to “Gigitright”, “we”, “us”, or “our” include Gigitright Limited and, where relevant to the provision of the Services, its affiliates, subsidiaries, successors, permitted assigns, contractors, service providers and authorised representatives.

However, Gigitright Limited remains the contracting entity unless another Gigitright entity is expressly identified to you as the contracting party for a particular Service.

By accessing or using the Services, you agree to these Terms and the policies incorporated into them.

If you do not agree, you must not use the Services.

2.About Gigitright

Gigitright is a technology platform and service facilitator connecting clients with independent professionals and providing services designed to support trusted digital work.

Our Services may include:

• the Gigitright Talent Marketplace;
• Concierge Services;
• freelancer verification;
• project and milestone administration;
• payment facilitation;
• payment-release administration;
• dispute management;
• affiliate and referral programs;
• community services;
• Gigitright Academy and educational services;
• messaging and collaboration tools;
• reviews and ratings;
• trust and safety systems;
• analytics;
• artificial intelligence and automation features; and
• additional products or services introduced by Gigitright.

Unless Gigitright expressly agrees otherwise in writing, Gigitright is not the provider of professional services purchased from an independent freelancer.

3.Definitions

For these Terms:

“Client” means an individual, company, organisation or other entity seeking or purchasing services from a Freelancer.

“Freelancer” means an independent professional, consultant, contractor, creator, specialist or other service provider offering services through or following introduction by Gigitright.

“Talent Marketplace” means Gigitright’s open marketplace environment through which Clients and Freelancers may discover, communicate and transact with one another.

“Concierge Services” means Gigitright’s managed sourcing, matching, facilitation and project-support offering, including Concierge Essential, Concierge Growth, Concierge Enterprise and any successor or additional Concierge plan.

“Project” means an assignment, engagement, task, contract or service arrangement between a Client and Freelancer.

“Milestone” means an agreed stage, deliverable, phase or payment point within a Project.

“Project Funds” means funds paid by a Client in connection with a Project or Milestone and processed through a supported Payment Provider.

“Payment Provider” means an independent bank, payment processor, payment service provider or other authorised third-party payment infrastructure used in connection with Gigitright, including providers such as Flutterwave, Stripe or PayPal where applicable.

“Services” means the services described in Section 2 and any related Gigitright service.

“User Content” means information, text, images, video, audio, portfolios, reviews, ratings, work samples, messages, files and other materials submitted by a User.

“Verification” means an identity, skill, portfolio, credential, compliance, trust or related review conducted or facilitated by Gigitright.

“Policies” means the policies incorporated into these Terms under Section 7.

4.Acceptance and Electronic Contracting

You may accept these Terms by:

• creating an account;
• applying as a Freelancer;
• submitting a Client brief;
• posting or accepting a Project;
• purchasing or providing services;
• making or receiving a payment;
• participating in Concierge Services;
• joining an affiliate program;
• registering for a Gigitright program;
• using Gigitright community or Academy services; or
• otherwise accessing or using Services where these Terms are presented or incorporated.

Electronic acceptance has the same effect as acceptance of a written agreement to the extent recognised by applicable law.

5.Eligibility

Transactional and account-based Services are intended for persons who are at least eighteen (18) years old and legally capable of entering binding contracts.

If the law applicable to you requires a higher age or additional legal capacity, you must satisfy that requirement.

If you use Gigitright on behalf of a company or organisation, you represent that you have authority to bind that organisation.

Gigitright may require evidence of age, identity, authority or eligibility.

6.Account Registration and Security

Where an account is required, you must:

• provide accurate and current information;
• keep information reasonably up to date;
• maintain the confidentiality of your credentials;
• use reasonable measures to secure your account; and
• promptly notify Gigitright of suspected unauthorised access.

You must not:

• impersonate another person or entity;
• create an account using materially false information;
• transfer, sell or lease an account without permission;
• share credentials in a manner that compromises security; or
• create multiple accounts to deceive, manipulate or evade restrictions.

You are responsible for activity occurring through your account to the extent attributable to your actions or failure to reasonably secure the account.

7.Incorporated Policies

The following documents, where applicable, form part of these Terms:

• Privacy Policy;
• Cookie Policy;
• Escrow & Payment Policy;
• Refund Policy;
• Freelancer Verification Policy;
• Acceptable Use Policy;
• Community Standards;
• Affiliate Program Terms;
• Concierge Service Terms; and
• additional service-specific terms expressly incorporated by Gigitright.

If documents directly conflict, the following hierarchy applies unless expressly stated otherwise:

1. a specifically negotiated written agreement accepted by Gigitright, for the matters it expressly governs;
2. applicable service-specific terms;
3. these Terms;
4. incorporated Policies.

Mandatory applicable law prevails over contractual provisions.

8.Platform Evolution

Gigitright may introduce, modify, replace, suspend, restructure or discontinue features, products, Services, technologies, pricing structures, payment methods, supported currencies, verification requirements, eligibility requirements, community programs, reward systems and operational processes.

We may also introduce new marketplace, subscription, enterprise, Academy, artificial-intelligence, payment, verification or other services.

Where a change materially affects an existing paid commitment or where notice is required by law, Gigitright will provide such notice or remedy as applicable law requires.

9.User Responsibilities

Users must:

• act honestly and professionally;
• comply with applicable laws;
• provide materially accurate information;
• honour contractual commitments;
• respect intellectual property;
• comply with Gigitright Policies;
• avoid fraudulent, abusive or deceptive conduct; and
• cooperate with legitimate verification, security and dispute investigations.

Users remain responsible for decisions they independently make through the Services.

10.Talent Marketplace

The Talent Marketplace facilitates discovery and engagement between Clients and Freelancers.

Unless expressly agreed otherwise, Gigitright is not a party to the underlying professional-services contract between a Client and Freelancer.

Gigitright does not guarantee:

• Project availability;
• Freelancer availability;
• selection for a Project;
• minimum earnings;
• Client demand;
• Freelancer suitability;
• responsiveness;
• Project success; or
• any particular commercial result.

Clients remain responsible for determining whether a Freelancer meets their Project requirements.

Freelancers remain responsible for determining whether a Project is appropriate for them.

11.Concierge Services

Gigitright may provide managed services through Concierge Essential, Concierge Growth, Concierge Enterprise or other Concierge plans.

Depending on the applicable plan, Gigitright may assist with:

• requirements assessment;
• Freelancer sourcing;
• vetting and shortlisting;
• matching;
• Project setup;
• communication;
• milestone administration;
• Project coordination;
• quality-review support;
• payment administration;
• dispute facilitation; and
• other agreed support.

Gigitright may assist with Project administration without becoming the provider of the underlying professional service.

Unless expressly agreed otherwise, assistance provided through Concierge Services does not make Gigitright a party to the underlying professional-services agreement between Client and Freelancer.

Gigitright may decline, suspend or discontinue an engagement presenting material legal, ethical, compliance, security, operational, reputational or commercial risk.

12.Independent Contractor Relationship

Freelancers using Gigitright are independent contractors and are not employees of Gigitright.

Nothing in these Terms creates an employment relationship, partnership, agency, franchise, joint venture or fiduciary relationship between Gigitright and a Freelancer.

Subject to the applicable Project arrangement and law, Freelancers are responsible for:

• how they organise and perform their services;
• professional qualifications;
• licences;
• insurance;
• equipment;
• taxes; and
• other independent business obligations.

Gigitright’s facilitation, verification, milestone administration, dispute handling or Concierge support does not by itself create an employment relationship.

13.No Guarantee of Work, Income or Performance

Gigitright does not guarantee Freelancers any minimum number of Projects, income, earnings, engagement, repeat business or selection.

Gigitright does not guarantee Clients that any particular Freelancer will remain available, suitable, responsive or capable of producing a particular commercial outcome.

Nothing presented through Gigitright should be interpreted as a guarantee of future performance.

14.Project Agreements

Clients and Freelancers should clearly agree upon relevant Project terms, including:

• scope;
• deliverables;
• Milestones;
• deadlines;
• price;
• revision arrangements;
• acceptance criteria;
• intellectual-property requirements; and
• other material requirements.

Where Concierge Services are used, Gigitright may assist in documenting or administering these requirements.

Project-specific terms supplement these Terms but may not override Gigitright’s rights or obligations unless Gigitright expressly agrees in writing.

15.Fees

Gigitright may charge fees including:

• platform fees;
• Concierge fees;
• service fees;
• subscription fees;
• verification fees;
• affiliate-related charges where applicable;
• administrative fees; and
• other clearly disclosed fees.

Applicable fees will be presented through the relevant Service, proposal, checkout, Project agreement or pricing information.

Gigitright may change future pricing subject to applicable law and existing contractual commitments.

16.Supported Currencies

Gigitright’s platform base currency is United States Dollars (USD).

At launch, transactions may primarily be processed in:

• USD;
• GBP; and
• NGN.

Additional currencies may be supported as Payment Provider capabilities, market demand and regulatory requirements develop.

Transactions in other currencies may be converted or settled in a supported currency.

Users may incur foreign-exchange spreads, conversion costs, banking charges or Payment Provider fees. Such charges are governed by the applicable transaction terms and Payment Provider.

17.Payment Infrastructure and Gigitright’s Role

Payments are processed through supported independent Payment Providers.

Where a Client pays Project Funds intended for a Freelancer, those funds are processed and controlled through the applicable Payment Provider pending satisfaction of the relevant release conditions.

Gigitright administers the contractual and platform conditions governing when release of Project Funds may be authorised.

Gigitright does not represent itself as:

• a bank;
• deposit-taking institution;
• independently licensed payment service provider; or
• independently licensed escrow institution.

Gigitright does not acquire beneficial ownership of Project Funds merely because it administers the release conditions.

Payment processing, safeguarding, settlement, availability and related functionality may also be subject to the Payment Provider’s terms and applicable financial regulation.

18.Milestone Funding

Gigitright may require a Client to fund a Project or Milestone before a Freelancer begins the applicable work.

A Project or Milestone should not be treated as funded merely because a Client states that payment has been made.

Funding is subject to confirmation through Gigitright’s supported payment infrastructure.

Gigitright may delay Project commencement or payment-release functionality until required funds are confirmed.

19.Delivery, Review and Acceptance

When a Freelancer submits a Milestone or final deliverable for acceptance, the Client has seven (7) calendar days to:

• approve it;
• request permitted revisions; or
• raise a formal dispute through the applicable Gigitright process.

If the Client neither raises a valid dispute nor takes another action recognised by the applicable Project terms within seven (7) calendar days, the Milestone or Project may be deemed accepted.

Following express or deemed acceptance, Gigitright may authorise the applicable Payment Provider to release the relevant Project Funds.

20.Effect of Payment Release

Once payment has been released to the Freelancer following Client approval, deemed acceptance or dispute determination, the relevant Milestone or Project is deemed accepted and completed for payment purposes.

Subsequent complaints or requests to reopen the Project will be considered solely at Gigitright’s discretion and on a case-by-case basis, subject always to mandatory applicable law.

Gigitright is not obligated to reverse a completed payment, issue a refund or reopen a completed Project except where:

• applicable law requires it;
• fraud is established;
• material misrepresentation occurred;
• a serious Policy violation affected the transaction; or
• Gigitright determines that exceptional circumstances justify intervention.

21.Project Disputes

Users should first attempt to resolve Project disagreements professionally and in good faith.

Where a dispute is escalated to Gigitright, we may require relevant evidence, including:

• Project briefs;
• agreed scope;
• Milestone requirements;
• messages;
• files;
• submissions;
• revision requests;
• acceptance records;
• payment information; and
• other relevant materials.

Gigitright may determine, based on reasonably available evidence:

• release of all Project Funds;
• release of part of the Project Funds;
• refund of eligible unreleased funds;
• cancellation of an incomplete Milestone;
• further performance or revision where appropriate;
• other reasonable corrective action.

For transactions administered through Gigitright’s Concierge and Project-payment mechanisms, the parties agree that Gigitright’s internal determination concerning allocation or release of Project Funds will be final for purposes of Gigitright’s platform administration, unless applicable law requires otherwise.

This does not eliminate a party’s non-waivable statutory rights or any formal dispute rights available under these Terms or applicable law.

22.Frivolous and Abusive Disputes

Users must not abuse Gigitright’s dispute mechanisms.

Where a User repeatedly submits frivolous, fraudulent, abusive or bad-faith disputes, Gigitright may, subject to applicable law and reasonable disclosure:

• restrict dispute privileges;
• take account action; and
• impose reasonable administrative or dispute-handling fees reflecting legitimate costs incurred.

No fee will be imposed in a manner prohibited by applicable consumer law.

23.Refunds

Refund eligibility is governed by these Terms and the Refund Policy.

Unless mandatory law or an express service commitment requires otherwise:

Concierge Fees. A Concierge Service fee becomes non-refundable once onboarding, assessment, sourcing, matching, planning, consultation or other substantive Concierge work has commenced.

Approved Milestones. An expressly approved or deemed-accepted Milestone is ordinarily non-refundable.

Unreleased Project Funds. Funds not yet released may remain eligible for refund or allocation through the applicable cancellation or dispute process.

Partially Performed Work. Where work has begun but a Milestone has not been completed, Gigitright may determine an appropriate partial allocation based on evidence of work actually performed, the agreed scope and the circumstances of termination.

Mandatory consumer rights prevail where applicable.

24.Chargebacks and Payment Reversals

A User must not knowingly misuse a chargeback or payment-reversal process to avoid legitimate payment obligations.

Where a payment is reversed or challenged, Gigitright may reasonably:

• investigate;
• provide transaction evidence to the Payment Provider;
• suspend affected transactions;
• restrict account activity;
• offset amounts lawfully owed against future amounts payable;
• seek recovery of legitimate losses and costs; or
• pursue available legal remedies.

Nothing in this section prevents a User from exercising a genuine right to challenge an unauthorised, fraudulent or otherwise legitimately disputed transaction.

25.Payment Holds and Compliance Review

Gigitright may delay or withhold authorisation for release, payout or withdrawal where reasonably necessary to address:

• an active dispute;
• suspected fraud;
• account compromise;
• identity verification;
• chargeback risk;
• sanctions;
• anti-money laundering concerns;
• regulatory requirements;
• Payment Provider requirements;
• material Policy violations; or
• other legitimate security or compliance concerns.

Such restrictions will be maintained only as reasonably necessary, subject to applicable law, Payment Provider requirements and legitimate investigations.

Gigitright does not acquire ownership of funds because release has been delayed.

26.Intellectual Property in Project Deliverables

Unless the Client and Freelancer expressly agree otherwise:

26.1 Pre-Existing Materials

Each party retains ownership of intellectual property it owned or developed independently before the Project.

26.2 Freelancer Background Materials

A Freelancer retains ownership of pre-existing tools, methodologies, frameworks, libraries, templates, processes, know-how and other reusable materials not specifically created as bespoke deliverables for the Client.

Where such materials are embedded in a paid deliverable and are reasonably necessary for the Client to use that deliverable, the Freelancer grants the Client a perpetual, worldwide, non-exclusive licence to use those embedded materials as part of the deliverable, unless the Project agreement specifies otherwise.

26.3 Bespoke Deliverables

Subject to third-party rights and the agreed Project terms, ownership of bespoke deliverables intended to be transferred to the Client transfers only after full payment for those deliverables has been released to the Freelancer.

26.4 Third-Party Materials

Open-source software, stock assets, fonts, plugins, libraries and other third-party materials remain subject to their applicable licences.

Freelancers must disclose material third-party licensing restrictions where those restrictions materially affect the Client’s intended use.

26.5 Unpaid Work

Unless otherwise agreed, a Client may not commercially use an unpaid deliverable where ownership was intended to transfer only upon payment.

27.Gigitright Intellectual Property

Gigitright and its licensors retain all rights in Gigitright-owned:

• names;
• trademarks;
• logos;
• software;
• interfaces;
• designs;
• databases;
• documentation;
• platform content;
• technology;
• processes; and
• other intellectual property.

Except as expressly permitted, Users may not reproduce, distribute, reverse engineer, modify, commercially exploit or create derivative works from Gigitright intellectual property.

28.User Content

Users retain ownership of their User Content.

By submitting User Content to Gigitright, you grant Gigitright a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, format, display and distribute that content as reasonably necessary to:

• operate the Services;
• provide the functionality requested by you;
• secure and moderate the platform;
• facilitate Projects;
• promote publicly visible profiles or marketplace content;
• improve the Services; and
• comply with legal obligations.

Where Gigitright wishes to use a Client’s confidential Project deliverable as a public case study or testimonial, separate permission should be obtained unless the material has already been made public by the rights holder or another lawful basis exists.

You represent that you have the rights necessary to submit your User Content.

29.Freelancer Verification

Gigitright may operate verification levels including:

• Basic;
• Verified;
• Elite;

or successor verification categories.

Verification may involve:

• government-issued identification;
• selfie or identity matching;
• proof of address;
• portfolio review;
• work samples;
• professional certifications;
• professional history;
• skills assessment; and
• other reasonable trust and safety checks.

Verification requirements may vary by category, jurisdiction, risk or Service.

30.Verification Is Not a Guarantee

A Gigitright verification badge or status indicates only that specified checks were completed based on information available at the relevant time.

Verification does not constitute a guarantee, warranty, endorsement, employment reference, professional licence, certification of future performance or assurance that a User will never engage in misconduct.

Clients remain responsible for determining whether a Freelancer meets their particular requirements.

31.Verification Revocation

Gigitright may refuse, suspend, downgrade or revoke verification where:

• information is false or materially misleading;
• documents are forged, altered, invalid or no longer current;
• fraud is identified;
• material Policy violations occur;
• trust and safety concerns arise; or
• verification requirements are no longer satisfied.

Where immediate action is reasonably required for security or fraud prevention, prior notice may not be provided.

32.Reviews and Ratings

Reviews must reflect genuine experiences and must not be fabricated, purchased, manipulated, retaliatory, defamatory or otherwise unlawful.

Gigitright may moderate or remove reviews that violate these Terms, Community Standards or applicable law.

Gigitright does not guarantee the accuracy of opinions expressed by Users.

33.Non-Circumvention — Concierge Services

The value of Concierge Services includes Gigitright’s investment in sourcing, vetting, matching and facilitating commercial relationships.

Where Gigitright introduces a Client and Freelancer through Concierge Services, neither party may intentionally circumvent Gigitright for the purpose of avoiding fees or obligations arising from that introduction.

For twenty-four (24) months following the relevant introduction, the Client and Freelancer must not knowingly move the introduced relationship off-platform or structure direct or indirect arrangements primarily to avoid Gigitright’s applicable fees or contractual protections.

This restriction applies to engagements arising substantially from the Gigitright introduction, including arrangements made through controlled companies, representatives or intermediaries where used to circumvent Gigitright.

It does not prohibit:

• a demonstrably pre-existing commercial relationship disclosed to Gigitright;
• contact unrelated to the introduced commercial relationship;
• arrangements expressly approved by Gigitright; or
• conduct that applicable law requires Gigitright to permit.

Where material circumvention occurs, Gigitright may seek recovery of the fees it would reasonably have earned from the circumvented engagement, together with other remedies available under applicable law.

Any remedy must be proportionate and legally enforceable; this provision does not create a penalty unrelated to Gigitright’s legitimate commercial interest.

34.Affiliate Program

Participation in Gigitright’s affiliate program is governed by the Affiliate Program Terms.

Unless otherwise specified:

• a referral becomes commission-eligible only when the referred User becomes a qualifying paying customer;
• the standard attribution window is up to ninety (90) days;
• the minimum payout threshold is USD 25 or its supported equivalent; and
• attribution is determined using Gigitright’s reasonably reliable tracking records.

Commissions may be withheld or reversed for fraud, refunds, chargebacks, self-referrals, fabricated referrals, misleading promotion, spam, coupon abuse, trademark misuse or other violations.

35.Prohibited Conduct

Users must comply with the Acceptable Use Policy and Community Standards.

Prohibited activity includes, without limitation:

• fraud;
• identity deception;
• fake profiles;
• forged documentation;
• harassment;
• unlawful discrimination;
• hate-based abuse;
• threats;
• spam;
• malware;
• unlawful activity;
• intellectual-property infringement;
• fraudulent portfolios;
• deceptive AI-generated work presented as genuine experience;
• manipulation of reviews;
• unauthorised scraping or interference with the platform;
• circumvention of applicable payment mechanisms;
• attempts to evade Gigitright fees;
• money laundering;
• terrorist financing;
• sanctions evasion; and
• conduct materially threatening platform or User security.

36.Sanctions and Financial Crime Compliance

Gigitright may restrict Services involving persons, entities, jurisdictions or activities subject to applicable sanctions, anti-money laundering requirements, counter-terrorist financing laws, export controls or other legal restrictions.

Users may be required to provide information reasonably necessary for compliance.

Gigitright may reject or suspend transactions where legally required or reasonably necessary to investigate legitimate compliance concerns.

37.Account Suspension and Termination

Subject to applicable law, Gigitright may warn, restrict, suspend or terminate a User where reasonably justified by:

• material breach of these Terms;
• fraud or suspected fraud;
• repeated abuse;
• material misrepresentation;
• security threats;
• sanctions or financial-crime concerns;
• non-payment;
• circumvention;
• serious Community Standards violations;
• legal requirements; or
• substantial risk to Users or Gigitright.

Where practicable and legally permissible, Gigitright may provide notice and an opportunity to respond.

Immediate action may be taken where necessary to protect Users, funds, evidence, systems or legal compliance.

Termination does not eliminate accrued obligations.

38.Account Closure

Users may request account closure subject to resolution of:

• active Projects;
• outstanding payments;
• Project Funds;
• refunds;
• chargebacks;
• disputes;
• investigations; and
• legal retention requirements.

Closing an account does not extinguish obligations that arose before closure.

39.Inactive Accounts and Dormant Funds

Gigitright may classify an account as inactive after twelve (12) consecutive months without meaningful activity and dormant after twenty-four (24) months.

Gigitright may require re-verification or updated information before restoring full functionality to an inactive or dormant account.

Gigitright does not acquire ownership of User funds solely because an account becomes dormant.

Unclaimed funds will be handled in accordance with applicable law and Payment Provider requirements.

40.Confidentiality

Users must protect non-public confidential information received through a Project or Gigitright engagement.

Confidential information may include business plans, customer information, trade secrets, Project specifications, unpublished intellectual property, commercial strategy and access credentials.

This obligation does not apply to information that:

• becomes public without breach;
• was already lawfully known;
• is independently developed;
• is lawfully received from another source; or
• must be disclosed by law.

Project-specific confidentiality agreements may impose additional obligations.

41.Third-Party Services

Gigitright may integrate with independent third parties providing payments, communications, analytics, cloud infrastructure, identity verification and other technology.

Third-party services may have separate terms.

Except where applicable law provides otherwise or loss results from Gigitright’s own actionable conduct, Gigitright is not responsible for the independent acts, outages, security practices or contractual performance of third-party providers outside Gigitright’s reasonable control.

42.Platform Availability

Gigitright does not guarantee uninterrupted, continuous or error-free availability.

Services may be affected by maintenance, updates, infrastructure failures, Payment Provider outages, telecommunications failures, cybersecurity events, third-party systems or circumstances beyond reasonable control.

Gigitright will use reasonable efforts appropriate to the circumstances to maintain and restore Services.

43.Warranties and Disclaimers

To the maximum extent permitted by applicable law, Services are provided on an “as is” and “as available” basis.

Gigitright does not warrant that:

• every Freelancer will perform satisfactorily;
• every Client will behave as expected;
• every User statement is accurate;
• Verification eliminates all risk;
• every Project will succeed;
• a User will achieve a particular income or commercial outcome; or
• the Services will always be uninterrupted or error-free.

Nothing in these Terms excludes mandatory statutory guarantees or rights.

44.Limitation of Liability — Important

Please read this section carefully. It limits Gigitright’s potential liability to the extent permitted by law.

Nothing in these Terms excludes or limits liability that applicable law does not permit Gigitright to exclude or limit.

Subject to that rule, Gigitright will not be liable for indirect, incidental, special, exemplary, punitive or consequential loss, or legally excludable loss of profits, revenue, business opportunity, anticipated savings, goodwill, reputation or data, arising from use of the Services.

Gigitright is not responsible for losses caused solely by:

• independent decisions of Users;
• unauthorised off-platform transactions;
• a User’s breach;
• materially false information supplied by another User;
• independent Client or Freelancer misconduct; or
• events outside Gigitright’s reasonable control,

except to the extent Gigitright is legally responsible for causing or contributing to the loss.

45.Liability Cap — Important

This section places a contractual cap on certain claims against Gigitright where such a cap is legally permitted.

To the maximum extent permitted by applicable law, Gigitright’s aggregate liability arising from the Services, these Terms or a related transaction will not exceed the total fees actually paid to Gigitright by the claimant during the twelve (12) months immediately preceding the event giving rise to the claim.

The cap does not apply where liability cannot legally be limited.

Nothing in this provision removes mandatory consumer rights.

46.Indemnification — Important

This section may require you to reimburse Gigitright for certain third-party claims caused by your conduct.

To the extent permitted by law, you agree to indemnify Gigitright Limited and its relevant directors, officers, employees, affiliates and representatives against third-party claims, losses, liabilities, damages and reasonable legal costs arising from:

• your unlawful use of the Services;
• material breach of these Terms;
• your fraud or intentional misrepresentation;
• infringement by content or materials supplied by you;
• professional services supplied by you;
• your unlawful circumvention of Gigitright; or
• taxes, licences or regulatory obligations legally attributable to you.

This indemnity does not require you to indemnify Gigitright for Gigitright’s own unlawful conduct where doing so would be prohibited by law.

47.Force Majeure

Neither Gigitright nor a User will be liable for delay in performing an obligation where performance is prevented by circumstances beyond that party’s reasonable control, subject to applicable law.

Such circumstances may include natural disasters, war, civil unrest, widespread infrastructure failure, government restrictions, major telecommunications failures, payment-network outages or other comparable events.

This section does not extinguish payment obligations already accrued where the law requires payment.

48.Taxes

Users are responsible for determining and satisfying taxes, duties, reporting obligations and governmental charges applicable to their activities.

Gigitright may collect, withhold or report amounts where legally required. Gigitright does not provide tax advice.

49.Privacy and Data Protection

Personal information is handled in accordance with Gigitright’s Privacy Policy and applicable data-protection law.

Where applicable, Users may have rights relating to access, correction, deletion, restriction, objection, portability and other data-protection matters.

Privacy requests may be sent to: legal@gigitright.com

50.Notices and Electronic Communications

Gigitright may provide legally permissible notices through:

• registered email;
• platform notifications;
• dashboards;
• website notices; or
• another reasonable electronic channel.

Users are responsible for maintaining accurate contact information.

51.Internal Complaint Resolution

Before commencing formal proceedings against Gigitright, a User should send sufficient details of the dispute to:

Legal & Compliance Team
Gigitright Limited
Port Harcourt, Rivers State, Nigeria
legal@gigitright.com

The parties will first attempt in good faith to resolve the dispute through negotiation.

Nothing prevents a party from seeking urgent protective or injunctive relief where reasonably necessary.

52.Mediation

If a dispute cannot be resolved through good-faith negotiation, the parties should attempt mediation where reasonably appropriate before arbitration.

The parties may agree upon a mediator and procedure.

Unless otherwise agreed, each party bears its own participation costs and the mediator’s fees are shared equally.

Mediation is not required where urgent relief is necessary or where mandatory law provides another procedure.

53.Arbitration

Subject to mandatory applicable law, a dispute arising from or relating to these Terms or the Services that remains unresolved after the preceding dispute-resolution process shall be resolved by arbitration under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria, as amended or replaced from time to time.

The arbitration shall:

• be determined by one arbitrator;
• have its juridical seat in Nigeria;
• be conducted in English; and
• proceed under the applicable arbitration procedure provided by the Arbitration and Mediation Act 2023 and its applicable Arbitration Rules, unless the parties agree otherwise.

The parties may agree upon the arbitrator.

If they cannot do so, appointment will be made using the mechanism available under the applicable arbitration law.

Hearings may be conducted remotely where legally permissible and appropriate. The arbitrator may grant remedies available under applicable law.

An award shall be binding subject to any non-waivable statutory rights of challenge, review or enforcement.

Nothing prevents a party from seeking urgent interim or injunctive relief from a competent court.

54.Governing Law and Courts

These Terms are governed by the laws of the Federal Republic of Nigeria, without prejudice to mandatory laws that may apply to a User.

Where:

• arbitration does not apply;
• a matter is not arbitrable;
• court assistance is required;
• an award requires enforcement; or
• urgent court relief is necessary,

proceedings may be brought before a court of competent jurisdiction in Nigeria, subject to any mandatory jurisdictional rights available under applicable law.

Nothing in these Terms deprives a consumer of non-waivable protections provided by the law applicable to that consumer.

55.Individual Claims

To the maximum extent legally permitted, disputes should be pursued on an individual basis rather than as a class, collective or representative proceeding.

Where applicable law prohibits such a waiver, this section applies only to the extent legally enforceable.

56.Enforcement

Depending on severity and circumstances, Gigitright may respond to violations through:

• warnings;
• content removal;
• verification downgrade or revocation;
• feature restrictions;
• payment-release restrictions;
• temporary suspension;
• termination;
• affiliate commission reversal;
• recovery of legitimately owed amounts;
• legal action; or
• referral to competent authorities where appropriate.

Gigitright may consider severity, intent, repetition, harm, risk, User history and available evidence.

57.Assignment

Users may not assign these Terms without Gigitright’s prior written consent.

Subject to applicable law, Gigitright may assign or transfer its rights and obligations in connection with a legitimate corporate restructuring, merger, acquisition, financing, sale of business or assets, formation of a subsidiary or transfer of platform operations.

Mandatory User rights remain unaffected.

58.No Waiver

Failure to enforce a provision does not waive Gigitright’s right to enforce that provision later.

59.Severability

If a provision is found invalid or unenforceable, it shall be interpreted or limited to the minimum extent necessary to make it enforceable where possible.

If that cannot be done, the affected provision will be severed without invalidating the remainder of these Terms.

60.No Third-Party Beneficiaries

Except where expressly stated or required by law, these Terms do not create enforceable contractual rights for persons who are not parties to them.

61.Entire Agreement

These Terms, incorporated Policies, applicable service-specific terms and expressly agreed Project terms constitute the applicable agreement concerning use of the Services.

They supersede prior representations concerning the same subject matter, except separate written agreements expressly intended to remain effective.

Nothing excludes liability for fraudulent misrepresentation where such liability cannot lawfully be excluded.

62.Changes to These Terms

Gigitright may update these Terms to reflect changes in law, Services, technology, risk, business operations or regulatory requirements.

Where a material change requires notice or renewed consent under applicable law, Gigitright will provide it.

The current version will identify its effective or last-updated date.

Continued use after an update takes effect constitutes acceptance where legally permissible.

63.Survival

Provisions intended by their nature to continue after termination survive account closure or termination.

These include, where applicable:

• accrued payment obligations;
• Project disputes;
• chargeback obligations;
• intellectual-property provisions;
• confidentiality;
• non-circumvention;
• indemnification;
• liability provisions;
• dispute resolution;
• governing law;
• tax obligations; and
• accrued enforcement rights.

The applicable twenty-four (24) month Concierge non-circumvention period continues notwithstanding account closure.

64.Contact

Questions concerning these Terms may be directed to:

Legal & Compliance Team
Gigitright Limited
Port Harcourt, Rivers State
Nigeria
Email: legal@gigitright.com

65.Acknowledgement

By creating an account, applying as a Freelancer, submitting a Project brief, posting or accepting a Project, purchasing or providing services, participating in Concierge Services, making or receiving a payment, joining an affiliate program, participating in a Gigitright community or Academy service, or otherwise using the Services where these Terms apply, you acknowledge that you have had the opportunity to read these Terms and agree to be legally bound by them.

If you do not agree, you must not use the applicable Services.