The agreement,
written to be read.
No buried clauses and no eleven-page paragraph designed to be skipped. This is what we owe you, what you owe us, exactly how the guarantee works, and where the limits sit. If a signed proposal says something different, the proposal wins.
01The agreement between us
Using the site or buying a service means you accept these terms. Where you have signed a proposal, that proposal wins.
These Terms and Conditions govern your use of greenlearnerstechnologies.com and any service you buy from Greenlearners Technologies, a company registered in Nigeria under RC 7987848 with its registered office at 21 Fakorede Street, Orogun, Ibadan, Oyo State, Nigeria.
By using this website, submitting an enquiry, enrolling in a course or engaging us, you agree to these terms. If you do not agree, please do not use the site or our services.
Order of precedence. Where you have signed a proposal, statement of work or service agreement with us, that document governs the specifics of your engagement. These terms fill every gap. If the two genuinely conflict, the signed document wins.
02Definitions
The words that carry weight later, defined once so nothing is ambiguous.
- “Services” — marketing strategy, search engine optimization, paid advertising, website and funnel development, email, WhatsApp and SMS automation, content, analytics, consulting, training and anything else we agree to provide.
- “Deliverables” — the work products created for you under an engagement.
- “SOW” — the proposal, statement of work or service agreement describing your specific scope, fees and timeline.
- “Ad spend” — money paid to advertising platforms. It is never included in our fees.
- “Guarantee” — the growth and delivery guarantees described in section 7.
03Our services
What we do, how we do it, and the promise not to take a direct competitor of yours in the same city and category.
We provide the Services described in your SOW. We will perform them with reasonable skill and care, in line with professional standards for our industry, and on the timeline stated.
- Every engagement begins with a diagnostic audit before anything is built. Nothing is constructed on a foundation we have not examined.
- We may use qualified subcontractors and specialist providers. We remain responsible for their work.
- We may decline or discontinue work that is unlawful, that would breach a platform’s terms, or that we consider misleading to consumers.
- Category exclusivity: where we deliver search engine optimization, we will not take a direct competitor of yours in the same city and category for the duration of your engagement.
04What we need from you
Four things we need from you. Approvals within 48 hours is the one that matters most.
Our work depends on your cooperation. You agree to:
- Provide accurate information and timely access to the accounts and assets we need;
- Approve or reject creative, copy and campaigns within 48 hours of receiving them;
- Make a decision-maker available for the strategy sessions in your package;
- Maintain the minimum ad budget stated in your strategy, where applicable;
- Ensure everything you supply — claims, images, trade marks, data — is accurate, lawful and yours to use; and
- Handle your own sales, fulfillment and customer service.
Delays on your side move the timeline. Where late approvals, missing access or unpaid ad budgets prevent delivery, deadlines extend accordingly and the guarantee conditions in section 7 may not be met.
05Fees, billing and taxes
Currency, billing cycle, payment terms and tax. Ad spend and media costs are always separate and paid at cost.
- Currency. Nigerian clients are billed in naira; international clients in US dollars or pounds sterling. Naira invoices are issued at the prevailing exchange rate on the invoice date.
- Billing cycle. Monthly plans are billed monthly in advance. Annual plans are billed for twelve months in advance in exchange for the stated discount.
- Payment terms. Invoices are due on receipt unless the SOW says otherwise. Work may be paused on accounts more than 14 days overdue, after written notice.
- Ad spend is separate and paid by you directly to the platforms, in your own accounts, so you own the data and the assets.
- Media costs for press placement and out-of-home advertising are billed at cost and are not included in package fees.
- Taxes. Fees exclude VAT and any other applicable tax, which is added where required. Where Nigerian withholding tax applies, you agree to provide a valid WHT credit note.
- Price changes. We may revise pricing with 30 days’ written notice. Existing annual terms are honoured to their end date.
06Term, renewal and cancellation
Monthly means monthly, cancellable on 30 days’ notice. No lock-in and no exit fee.
- Monthly plans continue until cancelled by either party with 30 days’ written notice. No lock-in, no exit fee.
- Annual plans run for twelve months. They renew for a further twelve months unless either party gives notice at least 30 days before the renewal date.
- Project work completes on delivery and acceptance of the Deliverables.
- Refunds. Fees already invoiced for a period in progress are not refundable except under the guarantee in section 7, because the work for that period has been performed.
- Either party may terminate immediately for a material breach not remedied within 14 days of written notice, or on insolvency.
On termination we hand back access, return or delete data on your instruction, and invoice for work performed up to the termination date.
07The guarantees
The 90-day delivery guarantee has no conditions at all. The 37% growth guarantee has six, listed in full.
The 90-day delivery guarantee
In your first 90 days we deliver the audit, the rebuilt pages, the tracking, the funnel and the first campaigns on the dates written in your plan. If anything is late or missing because of us, that month’s fee is waived. There are no conditions attached to this guarantee, because delivery is entirely within our control.
The 37% growth guarantee
Before work begins we agree with you, in writing, one growth metric — qualified pipeline, qualified leads, bookings, orders or marketing-attributed revenue — and its baseline, established during the diagnostic audit.
If that agreed metric has not grown by at least 37% by the end of your package’s guarantee window, we continue working at no additional fee until it does, and you keep everything already built.
Conditions
The growth guarantee applies only where all of the following remain true throughout:
- Your business has been trading for at least 12 months with a proven product or service;
- You maintain the minimum agreed ad budget without interruption;
- You approve creative and campaigns within 48 hours;
- A decision-maker attends the scheduled strategy sessions;
- You implement the recommended strategies in full, not selectively;
- Your account is not in arrears; and
- We retain the access required to do the work.
What sits outside it
We guarantee what we control. We cannot guarantee your sales team’s conversion of the leads we generate, your product quality, pricing or market fit, economic conditions, competitor activity, or algorithm and policy changes by Google, Meta, TikTok or any other platform. Where a condition above is not met, the growth guarantee does not apply, and we will tell you in writing at the time rather than at the end.
Refund
If, after the extended no-fee working period, the agreed target is still unmet and every condition was honoured, you receive a refund of the fees paid for the guarantee period, issued in your billing currency within 14 business days. This refund is your sole and exclusive remedy for failure to meet the growth guarantee.
08Intellectual property
You own what we build for you. We keep our own frameworks and tools. Your accounts stay in your name throughout.
What becomes yours
On full payment, you own the Deliverables created specifically for you: website pages, copy, creative, funnels, content and campaign assets. Your ad accounts, pixels, audiences, domains, analytics properties and customer data remain yours throughout and are held in your name.
What stays ours
We retain ownership of our pre-existing materials, frameworks, methodologies, templates, internal tools, course content and know-how. You receive a perpetual, non-exclusive license to use these to the extent they are embedded in your Deliverables.
Portfolio rights
Unless you tell us otherwise in writing, we may name you as a client and describe the work and results in our portfolio, case studies and marketing. We will not publish confidential figures without your written permission.
This website
All content on greenlearnerstechnologies.com is owned by us or our licensors. You may read, share and quote it with attribution. You may not republish it wholesale, resell it, or use it to train a commercial AI model without written permission.
09Confidentiality
Both sides keep the other’s secrets, for three years after we stop working together, and forever for trade secrets.
Each party will keep the other’s confidential information private, use it only for the engagement, and protect it with at least the care it applies to its own. This survives termination by three years, and indefinitely for trade secrets.
It does not apply to information that is public through no fault of the receiving party, already lawfully held, independently developed, or required to be disclosed by law — in which case we will tell you first, unless legally prohibited.
10Data protection
Inside your systems you are the controller and we are your processor. We sign your DPA before touching an account.
Each party will comply with applicable data protection law, including the Nigeria Data Protection Act 2023, the UK GDPR and the EU GDPR.
- For personal data we handle inside your systems, you are the controller and we are your processor, acting only on your documented instructions.
- We will sign your Data Processing Agreement before accessing an account. If you do not have one, ours applies.
- We will not export your customer data into our own systems.
- You are responsible for having a lawful basis for the data you ask us to process, and for your own privacy notice and consent mechanisms.
Our full Privacy Policy forms part of these terms.
11Third-party platforms
Google, Meta and the rest set their own rules and change them without notice. We work skilfully within that and cannot control it.
Our work runs on platforms we do not own: Google, Meta, TikTok, LinkedIn, WhatsApp, email service providers, hosting and payment providers. You agree that:
- Their terms, policies and pricing apply to you and may change without notice to either of us;
- Account suspensions, policy rejections, algorithm changes and outages are outside our control, and we are not liable for the consequences, though we will work to resolve them; and
- Where a platform requires a business verification, domain verification or payment method in your name, you will provide it.
12Courses, free resources and certificates
Courses are educational. Certificates confirm completion, not accreditation, and they do not guarantee income.
- Our courses and free resources are provided for educational purposes. They do not guarantee income, employment or business results.
- Certificates of completion recognize that you finished a course. They are not an accredited academic or professional qualification.
- Course content is licensed to you for personal learning. You may not resell, redistribute or republish it.
- We may update, replace or retire courses at any time.
13Affiliate and referral disclosure
Some links earn us a commission, always disclosed, and commission never decides what we recommend.
Some links on this website and in our content are affiliate links. If you buy through one, we may receive a commission at no extra cost to you.
- This is disclosed clearly and conspicuously wherever such links appear, as required by the FTC Endorsement Guides (16 CFR Part 255) in the United States, the CAP Code and CMA guidance in the United Kingdom, and ARCON and consumer protection rules in Nigeria.
- Commission never determines what we recommend. We recommend tools we actually use, and we say so when we do not use one.
- Where we operate a referral or partner program, participants must disclose their relationship with us in the same way, in every jurisdiction where they promote.
- Testimonials and results shown on this site are genuine outcomes for named clients over defined periods. They are not a promise of what you will achieve. Our Disclaimer covers this in full.
14Acceptable use
What you may not use this site or our services for. Breach ends the engagement immediately, without refund.
You may not use this website or our services to:
- Break any law of Nigeria, or of your own country, including the Cybercrimes (Prohibition, Prevention) Act 2015;
- Market products or services that are unlawful, fraudulent or deceptive;
- Make health, income or financial claims that cannot be substantiated;
- Infringe anyone’s intellectual property or privacy;
- Send unsolicited bulk messages in breach of anti-spam law; or
- Attempt to gain unauthorised access to, disrupt or reverse engineer any part of our systems.
We will terminate immediately and without refund for a breach of this section, and report it where the law requires.
15Warranties and disclaimers
We warrant our work is done with skill and care. Beyond that, the site itself comes as-is, and some liability can never be excluded.
We warrant that we will perform the Services with reasonable skill and care, by suitably qualified people, in compliance with applicable law.
Beyond that warranty, and to the fullest extent permitted by law, this website and its content are provided “as is” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the site will be uninterrupted or error-free.
Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any statutory rights a consumer has that cannot be waived.
16Limitation of liability
Liability is capped at the fees you paid us in the previous twelve months, with claims brought within twelve months.
Subject to section 15:
- Neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, goodwill, data or anticipated savings, however arising;
- Our total aggregate liability arising out of or in connection with the Services is limited to the total fees you paid us in the twelve months immediately before the event giving rise to the claim;
- We are not liable for ad spend paid to platforms, for platform account actions, or for losses arising from information you supplied that was inaccurate or unlawful; and
- Any claim must be brought within twelve months of the date you became aware of it.
These limits reflect the fees charged and the allocation of risk between us. Different limits would mean different pricing.
17Indemnity
You cover claims arising from what you supplied. We cover claims that our original work infringed someone’s rights.
You will indemnify us against third-party claims, damages and reasonable costs arising from: content, data, claims or trade marks you supplied; your breach of these terms or of applicable law; or your products, services, sales practices or customer relationships.
We will indemnify you against third-party claims that our original Deliverables infringe that party’s intellectual property, provided you notify us promptly and let us control the defense.
18Force majeure
Neither side is liable for outages, cyber-attacks, government action or disasters. After 60 days, either side can walk.
Neither party is liable for delay or failure caused by events beyond reasonable control, including internet or hosting failure, platform outages, power or telecommunications failure, cyber-attack, government action, civil unrest, epidemic, or natural disaster.
Where such an event continues for more than 60 days, either party may terminate on written notice, and guarantee windows are extended by the length of the disruption.
19Governing law and disputes
Nigerian law, with talks first, then arbitration in Lagos. Consumers keep the right to sue at home.
These terms are governed by the laws of the Federal Republic of Nigeria.
- Step one: talk. Both parties agree to attempt good-faith resolution within 30 days of written notice of a dispute.
- Step two: mediation or arbitration. Unresolved disputes are referred to arbitration in Lagos, Nigeria under the Arbitration and Mediation Act 2023, before a single arbitrator, in English.
- Courts. Subject to the above, the courts of Nigeria have exclusive jurisdiction. Either party may seek urgent injunctive relief in any competent court.
If you are a consumer in the UK, EU, Ireland, Australia, New Zealand or a US state with equivalent protections, nothing here removes your right to bring proceedings in your own country’s courts or to rely on the mandatory consumer protection law of your place of residence.
20Notices and general
Where notices go, and the standard clauses that keep the rest of this agreement working.
- Notices to us go to [email protected] and are deemed received on the next business day. Notices to you go to the email address on your account.
- Assignment. You may not assign these terms without our written consent. We may assign them to a successor on a merger or sale of the business.
- Severability. If a provision is held unenforceable, the rest continues in force and the provision is modified to the minimum extent needed.
- No waiver. Not enforcing a right on one occasion does not waive it.
- No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship.
- Third parties. No one other than you and us has any right to enforce these terms.
- Entire agreement. These terms, your SOW and our Privacy Policy are the whole agreement between us on their subject matter.
21Changes to these terms
We update these terms as things change, always with notice, and never retroactively on an active engagement.
We may update these terms as our services, the platforms we use, or the law change. The “last updated” date at the top always reflects the current version.
Material changes affecting an active engagement take effect only on written notice to you, and never retroactively. Continued use of the website after a change means you accept the revised terms.