1. Acceptance of these terms
By engaging PRISM for services, signing a statement of work, or otherwise using any PRISM service, you agree to be bound by these Terms of Service. If you're entering this agreement on behalf of a company, you represent that you have authority to do so.
2. The services
PRISM delivers outcome-based services: we take on a defined piece of work and deliver the finished result, using AI-augmented execution supervised by a senior operator. The specific scope, deliverables, timeline, and price for each engagement are set out in a statement of work ("SOW") agreed before work begins.
Where a SOW and these Terms conflict, the SOW governs for that engagement.
3. Engagements
Engagements typically proceed in phases — Discovery, Build, and Run — each scoped and priced before it starts. You're not committed to a later phase by agreeing to an earlier one. You're responsible for providing accurate information and timely feedback needed to deliver the engagement; delays on your end may affect timelines.
4. Acceptable use
You agree not to:
- Use PRISM's services to violate any law or third-party right
- Submit materials or instructions you don't have the right to provide
- Interfere with the integrity of our delivery process
- Resell or represent PRISM's deliverables as your own service offering to third parties, unless agreed in writing
5. Fees and payment
Fees are set out per phase in the applicable SOW — typically a fixed price for Discovery and Build phases, and a hybrid or outcome-based structure for ongoing Run-phase engagements. Invoices are due on the terms stated in the SOW. Fees already paid for completed phases are non-refundable except as required by law or expressly stated in the SOW.
If a payment is significantly overdue, we may pause work until it's resolved.
6. Your materials
You retain all rights in the materials, briefs, and content you provide to PRISM. You grant us a limited license to use that material solely to deliver your engagement. We do not sell your materials and we do not use them to deliver work for any other client.
Our handling of personal data is governed by our Privacy Policy.
7. Delivery commitments
Timelines and quality standards for each engagement are set out in the applicable SOW. We aim to flag any risk to an agreed timeline as early as possible rather than at the deadline.
8. Confidentiality
Each party will protect the other's confidential information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care.
9. Termination
Either party may terminate an active engagement as specified in the SOW, typically with written notice. You remain responsible for fees on work already completed. We'll return or delete your materials on request following termination, except where we're required to retain something by law.
10. Warranty disclaimer
Beyond the specific commitments set out in an SOW, our services and deliverables are provided "as is." We disclaim all warranties not expressly granted in this agreement or an SOW, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, even if advised of the possibility. Our aggregate liability under this agreement will not exceed the amounts paid by you to us under the applicable SOW in the 12 months preceding the event giving rise to the claim.
12. Governing law
These terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws rules. The parties agree to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for any disputes that cannot be resolved by negotiation.
13. Changes to these terms
We may update these terms from time to time. If we make material changes, we'll notify active clients by email at least 30 days before the changes take effect. Continued engagement of our services after the effective date constitutes acceptance.
14. Contact
Questions about these terms? Email contact@prismgroups.net.