1. Introduction & Acceptance
These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“Client,” “Customer,” or “You”) and GRUU Diamond Ltd (“Company,” “We,” “Us,” or “Our”), an IT Management and Consultancy firm registered in Nigeria.
By accessing our website (gruudn.com), purchasing products from our shop, booking appointments, or engaging our professional services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2. Our Services
GRUU Diamond Ltd provides the following services:
- IT Management and Consultancy: Strategic advisory, IT infrastructure planning, digital transformation, and technical consulting services.
- SAP Support: End-to-end SAP implementation support, system configuration, troubleshooting, and ongoing SAP application management.
- SAP Ariba Supplier Optimization: Supplier onboarding, catalogue management, contract facilitation, and procurement process streamlining on the SAP Ariba platform.
- Process Optimization: Business process analysis, workflow redesign, operational efficiency consulting, and performance improvement engagements.
- Appointment-Based Services: Scheduled consultations, technical sessions, and project meetings booked through our website or by direct arrangement.
- Digital Products: Downloadable resources, templates, “Productized Services,” and SAP health-check packages sold through our WooCommerce shop.
- Web Design and Hosting: Website design, development, and hosting services scoped and priced per individual project quote.
3. Professional Consultancy & Quotes
3.1 Quote Issuance
All professional consultancy services are initiated through a formal quote issued via our quoting system. Each quote contains the specific scope of work, deliverables, timeline, and pricing.
3.2 Scope Management & Change Orders
Quotes cover only the specific scope of work outlined in the proposal. GRUU Diamond Ltd commits to delivering the agreed scope at the agreed price without unilateral price increases mid-engagement. Any additional features, revisions, or SAP support requests outside the agreed scope will be quoted separately.
All change requests outside the agreed scope will be documented in a formal Change Order and must be approved in writing by both parties before additional work commences. GRUU Diamond Ltd reserves the right to pause work until a Change Order is agreed and, where applicable, a revised deposit is received.
3.3 Quote Validity
All pricing and quotes issued via our portal are valid for 14 days from the date of issue. Quotes expire automatically after this period and a new quote may be required.
3.4 Acceptance
By making a payment against a quote or clicking “Accept Quote” on our portal, you confirm acceptance of the scope, timeline, and pricing as presented. This constitutes a formal and binding agreement. The project timeline will commence upon receipt of the required deposit or full payment.
3.5 Client Responsibilities
You agree to provide timely access to information, resources, systems, and personnel reasonably required for us to perform the services. Delays caused by failure to provide such access may result in project timeline extensions and may attract additional costs, which will be communicated in advance.
3.6 Written Outcome Agreements
Where a separate Written Outcome Agreement is executed between the parties, the specific terms, KPIs, and guarantees set out in that agreement shall govern the relevant engagement. In the event of any conflict between a Written Outcome Agreement and these Terms, the Written Outcome Agreement shall prevail in respect of that specific engagement.
4. Pricing & Taxation
4.1 Currency
All prices displayed on our website, in quotes, and on invoices are in Nigerian Naira (NGN ₦) unless otherwise specified in writing.
4.2 Value Added Tax (VAT)
All prices are subject to 7.5% VAT in accordance with the Nigeria Tax Act. VAT will be clearly itemized on your invoice and added to the subtotal at checkout for shop purchases.
4.3 Price Changes
We reserve the right to modify prices at any time. However, once a quote has been formally accepted by payment or written confirmation, the pricing is locked for that specific engagement.
5. Payment Terms
5.1 Accepted Payment Methods
We accept payments via direct bank transfer and online card payments through our payment gateway. All bank transfers must reference the invoice number to ensure accurate reconciliation.
5.2 Consultancy Payment Terms
The following terms apply to all professional consultancy, SAP, and project-based engagements:
- Deposit: A non-refundable 25% deposit is required to secure your project slot in our production queue and commence work. This deposit covers initial project setup, scheduling, and reserved time.
- Payment Due Date: All invoice balances are contractually due within 30 days of the invoice date. Late payment interest applies from day 45 (i.e., the 30-day due date plus a 15-day courtesy period). The courtesy period is a commercial accommodation and does not extend or modify the contractual due date of 30 days.
- Late Interest: Overdue balances are subject to a 1.5% monthly service charge (18% per annum), commencing on day 60 as described above. Continued failure to pay may result in suspension of services and referral to a third-party collection agency.
- Final Delivery: Delivery of project assets, SAP blueprints, technical documentation, or any project deliverable is subject to the remaining balance being settled in full.
- Failed Payments: In the event of a failed or reversed bank transfer, the Client is responsible for any resulting bank charges and must reprocess payment within 5 business days.
5.3 Shop Payment Terms
All purchases made through our ECommerce shop must be paid in full at checkout. No products or access links will be released until payment is confirmed by our payment gateway.
6. ECommerce Shop & Digital Products
6.1 Products Offered
Our shop offers digital documentation, templates, “Productized Services,” SAP health-check packages, and other IT-related resources.
6.2 Delivery
All digital products are delivered via a secure access link sent to the email address provided at checkout. Where our payment gateway triggers automatic delivery, the access link will be issued immediately upon payment confirmation. Where automatic delivery is unavailable or fails, links will be issued manually during business hours (Monday–Friday, 9:00am–5:00pm WAT). Manual orders placed or confirmed outside business hours will be processed on the next business day. It is your responsibility to ensure the correct email address is provided at checkout.
6.3 Refunds on Digital Products
Due to the nature of digital assets and professional time, all shop sales are final once the access link has been issued or the download has been accessed. If you experience technical issues accessing your purchase, contact us at hello@gruudn.com within 7 days of purchase for resolution.
6.4 Product Accuracy
We make every effort to accurately describe our products. However, we do not warrant that product descriptions or other content are entirely error-free, complete, or current at all times.
7. Appointment Booking & Cancellation Policy
7.1 Booking
Appointments for consultations, technical sessions, and project meetings can be booked through our website or by direct arrangement. Your appointment represents time exclusively reserved for your engagement.
7.2 Rescheduling
Appointments may be rescheduled at no cost up to 24 hours before the scheduled time. To reschedule, please contact us at hello@gruudn.com or use any rescheduling tools provided on our platform. No refunds are issued for rescheduled appointments; the booking credit remains valid for the rescheduled session.
7.3 Late Cancellations
Cancellations made within 24 hours of the scheduled appointment will be subject to a 50% cancellation fee of the booked service value. This fee covers the reserved time that could have been offered to other clients.
7.4 No-Shows
Failure to attend a scheduled appointment without prior notice will result in full forfeiture of any booking fee paid. Where no upfront booking fee was collected, the Client will be invoiced for the full value of the appointment slot at our published standard consultancy rate of ₦50,000 per hour, as communicated at the time of booking. This invoice must be settled before any future booking can be confirmed.
7.5 Company Cancellations
We reserve the right to cancel or reschedule appointments due to unforeseen circumstances, including technical issues, staff illness, or emergencies. We will provide as much advance notice as reasonably possible, and no less than 2 hours before a scheduled appointment in non-emergency circumstances. In such cases, we will offer a full refund of any booking fee paid or alternative scheduling at no additional cost to you.
8. Refund Policy
The following consolidated refund policy applies across all service types. Where a specific section of these Terms references refund terms, this Section 8 is the authoritative source:
- Project Deposits: All deposits paid to secure a project slot are non-refundable under any circumstance, as they cover reserved time and initial setup costs.
- Project Balances: Refund requests on the remaining balance of a project engagement are considered on a case-by-case basis and must be submitted in writing to billing@gruudn.com. Refunds will only be considered where work has not yet commenced on the specific deliverable in question.
- Digital Products: All digital product sales are final once the access link has been issued or the download has been accessed. See Section 6.3 for technical issue resolution.
- Booking Fees: Booking fees are non-refundable. Rescheduled appointments retain their booking credit as described in Section 7.2.
- Late Cancellations: A 50% cancellation fee applies as described in Section 7.3. No refund of this fee will be issued.
9. Intellectual Property Rights
9.1 Our Ownership
All content on our website, including but not limited to text, graphics, logos, trademarks, software, and digital products, is the property of GRUU Diamond Ltd and is protected by Nigerian and international copyright laws.
9.2 Deliverables & IP Transfer
Upon receipt of full and final payment, ownership of the specific deliverables created for the Client — including website designs, SAP configurations, technical documentation, and process maps — transfers fully to the Client.
GRUU Diamond Ltd retains full ownership of all underlying frameworks, methodologies, templates, proprietary tools, and processes used in the creation of those deliverables. GRUU Diamond Ltd retains the right to reference completed work in its portfolio and marketing materials unless the Client requests otherwise in writing.
Prior to full payment being received, the Client is granted a limited, non-exclusive, non-transferable licence to use interim deliverables solely for internal review and testing purposes. This licence does not constitute an ownership transfer and may be revoked in the event of non-payment.
9.3 Client Materials
Any materials, data, or intellectual property you provide to us remain your property. You grant us a limited licence to use such materials solely for the purpose of delivering the agreed services.
10. Confidentiality
Both parties agree to keep confidential any proprietary information, business data, system credentials, or technical details disclosed during the engagement. This information will be used solely for the purpose of providing the agreed services and will not be disclosed to third parties except as required by law. This obligation survives the termination or expiry of the agreement. It does not extend to information that is publicly available, independently developed, or already known to the receiving party prior to disclosure.
11. Data Protection & Privacy
GRUU Diamond Ltd processes personal data in accordance with the Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Act 2023. By engaging our services, you consent to the collection and processing of your personal data as described in our Privacy Policy, which is incorporated into these Terms by reference and is available at gruudn.com/privacy-policy.
We will retain project-related documents, communications, and deliverables for a period of 5 years following project completion, after which they may be securely destroyed unless otherwise agreed in writing.
12. Limitation of Liability
12.1 Warranties & Written Outcome Agreements
Our services and products are provided “as is” without any general warranties, express or implied, and we do not guarantee that our services will be entirely error-free or that results will meet every specific expectation of the Client.
Notwithstanding the above, where a Written Outcome Agreement has been separately executed between the parties, the specific guarantees, KPIs, and remedy provisions set out in that agreement shall apply to the relevant engagement. The “as is” disclaimer in this section does not override, limit, or supersede any commitment made in a Written Outcome Agreement.
12.2 Exclusion of Consequential Losses
To the maximum extent permitted by Nigerian law, GRUU Diamond Ltd shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with these Terms or our services.
12.3 Cap on Liability
Our total liability to you for any claim arising from these Terms or our services shall not exceed the total amount paid by you to GRUU Diamond Ltd in the twelve (12) months preceding the claim.
12.4 Force Majeure
We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, civil unrest, strikes, pandemics, government actions, power outages, or internet disruptions.
13. Suspension & Termination
We reserve the right to suspend or terminate your access to our services, website, or shop if:
- You fail to pay any amounts when due.
- You violate any provision of these Terms.
- You engage in fraudulent, abusive, or unlawful activity in connection with our services.
Upon termination, you remain liable for all outstanding payments due. Termination does not affect any rights or obligations that have already accrued.
14. Governing Law & Dispute Resolution
14.1 Governing Law
These Terms are governed by the laws of the Federal Republic of Nigeria.
14.2 Dispute Resolution
Any disputes arising from or relating to these Terms or our services shall first be addressed through good-faith informal negotiation between both parties. If negotiation fails within 30 days, disputes shall be resolved through mediation or binding arbitration in accordance with the rules of the Abuja Multi-Door Courthouse or another mutually agreed Nigerian dispute resolution body.
14.3 Jurisdiction
Any legal actions not resolved through arbitration shall be brought exclusively before the courts located in the Federal Capital Territory, Abuja, and both parties consent to the personal jurisdiction of such courts.
15. Modifications to Terms
We reserve the right to update or modify these Terms at any time. For material changes, we will endeavour to notify active clients by email at least 14 days before the changes take effect. All other changes will be effective upon posting to our website at gruudn.com. The effective date at the top of this document indicates when the Terms were last updated. Your continued use of our services after changes take effect constitutes your acceptance of the revised Terms.
16. Severability
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
17. Entire Agreement
These Terms, together with any accepted quotes, invoices, Change Orders, Written Outcome Agreements, and our Privacy Policy, constitute the entire agreement between you and GRUU Diamond Ltd regarding the use of our services. They supersede all prior agreements, representations, and understandings between the parties. will be acknowledged within 5 business days.