Terms and Conditions

1. Definitions

In these Terms and Conditions, unless the context otherwise requires the following words and expressions shall have the meanings assigned to them below. Any other capitalized terms used but not defined herein shall be interpreted in accordance with their ordinary commercial meaning.

“Company” means the legal entity that owns operates and provides the software as a service, including its successors and permitted assigns, but excludes its directors, officers, employees, agents, and contractors acting in their personal capacity.

“Client” means any company, organization, partnership, or legal entity that subscribes to, accesses, or uses the Service acting through its authorized representative account or admin account.

“Admin” means the individual authorized by the client to create, manage, and control the clients account on the service and whose actions shall be deemed to be the actions of the client himself.

“Service” means the software application, platform, and related services provided by the Company from time to time but excludes any and all custom development service not expressly agreed in writing

“Subscription” means the monthly (or other agreed billing cycle) access granted to the Client in accordance to these terms, subject to payment of the applicable fees.

“User” means any employee, agent, or authorized representative of the Client who accesses the Service whether directly or indirectly

“Client data” means all data, content, information, records, and materials uploaded, submitted, processed, or generated by or on behalf of the client through the service

“Effective Date” means the date the Client accepts these Terms whether by clicking “I Agree”, making payment, creating an account or otherwise accessing or using the service.

2. Acceptance of Terms

By creating an account, clicking “I Agree”, accessing, or using the Service, the Client confirms that it has read, understood, and agrees to be bound by these Terms and Conditions. If the Client does not agree, it must not use the Service.

3. Grant of Licence

3.1 Subject to the Client’s continued compliance with these Terms and the payment of all applicable Subscription fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Service solely for the Client’s internal business purposes during the term of an active Subscription.

3.2 Nothing in these Terms shall be construed as transferring or assigning to the Client any right, title, or interest in or to the Service, the software, or any underlying intellectual property. All rights not expressly granted to the Client are reserved by the Company.

3.3 The Client shall not permit any User or third party to: (a) copy, modify, adapt, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or otherwise attempt to extract the source code of the Service; (c) rent, lease, sell, sublicense, assign, distribute, or otherwise make the Service available to any third party; or (d) use the Service in a manner that exceeds the scope of the licence granted under these Terms or in any illegal manner.

3.4 The licence granted under this Clause is conditional and may be immediately suspended or terminated upon any breach of these Terms, non-payment of Subscription fees, or suspension or termination of the Client’s account in accordance with these Terms.

4. Description and Scope of the Service

4.1 The Company provides the Client with access to a software application made available on a subscription basis, the primary purpose of which is to facilitate internal business operations and data management as determined by the Company from time to time (the “Service”).

4.2 The Service is provided at a general and non-specific level. The Company does not warrant that the Service will include any particular feature, functionality, integration, or capability, nor that any existing feature or functionality will be maintained for any minimum period.

4.3 The Company reserves the unrestricted right to modify, update, enhance, suspend, discontinue, or remove any aspect of the Service, including features, functionalities, user interfaces, or system requirements, at any time and without liability to the Client.

4.4 Access to the Service is strictly limited to the duration of an active and paid Subscription. The Company may immediately restrict or suspend access to the Service upon expiry, non-renewal, or non-payment of the applicable Subscription fees.

4.5 The Service does not process payments, financial transactions, or funds on behalf of the Client. Any payments associated with the Client’s use of the Service are handled outside the Service by the Company’s personnel or other designated means.

4.6 The Service is provided as a general business tool only. The Company does not provide, and the Client shall not rely on, the Service as providing any legal, financial, accounting, professional, or business advice, nor does the Company guarantee any particular business outcome, result, or performance arising from the Client’s use of the Service.

5. Client Obligations and Acceptable Use

5.1 The Client shall be solely responsible for the legality, accuracy, quality, integrity, and reliability of all Client Data uploaded, submitted, stored, or processed through the Service. The Company does not verify, validate, or monitor Client Data and shall not be responsible for any errors, omissions, or consequences arising from the Client Data.

5.2 The Client shall ensure that all use of the Service by the Admin and all Users complies strictly with these Terms and all applicable laws and regulations. The Client acknowledges and agrees that it is fully responsible for all acts and omissions of its Admin and Users, and that any action taken through the Client’s account shall be deemed to have been authorised by the Client.

5.3 The Client shall maintain the confidentiality and security of all login credentials, access keys, and authentication information associated with its account. The Client shall not share login credentials, permit unauthorised access, or allow multiple persons to use a single set of credentials. Any loss or compromise of credentials shall be promptly notified to the Company.

5.4 The Client shall not permit any User or third party to, use the Service in any manner that:

(a) is unlawful, fraudulent, or misleading
(b) infringes any intellectual property, privacy, or other proprietary rights
(c) uploads or transmits malicious code, viruses, or harmful data
(d) interferes with or disrupts the integrity, security, or performance of the Service
(e) attempts to gain unauthorised access to the Service or related systems
(f) otherwise violates these Terms.

5.5 The Client shall implement and maintain appropriate internal policies, procedures, and controls to ensure the proper and lawful use of the Service by its personnel. The Company shall not be responsible for any loss, damage, or breach resulting from the Client’s failure to implement such controls.

5.6 The Company reserves the right, without prior notice, to immediately suspend, restrict or terminate access to the Service where the Company reasonably determines that the Client or any User has breached any provision to this Clause, poses a security risk, engages in unlawful activity, or uses the Service in a manner that may expose the Company to legal, regulatory, or reputational harm. Any such suspension, restriction or termination shall not constitute a waiver of the company’s rights under these terms, and the client shall remain liable for all fees and obligations incurred prior to such action.

5.7 Suspension or restriction of access under this Clause shall not relieve the Client of its obligation to pay any fees due and payable under the Subscription, nor shall it entitle the Client to any refund or compensation.

6. Subscription, Fees, Suspension, and Termination

6.1 Access to the Service is granted on a subscription basis. The Client shall pay all applicable fees for the Subscription in accordance with the payment schedule provided by the Company.

6.2 All fees are non-refundable except as expressly provided in these Terms. The Company reserves the right to change the fees for any Subscription upon providing reasonable notice to the Client.

6.3 The Company may suspend, restrict, or terminate the Client’s access to the Service immediately upon:

(a) non-payment of any Subscription fees
(b) breach of these Terms, including any provisions of Clause 5
(c) any conduct by the Client that, in the reasonable judgment of the Company, threatens the integrity, security, or reputation of the Service.

6.4 Termination of the Subscription for any reason shall not relieve the Client of its obligation to pay any fees accrued prior to termination, nor shall it relieve the Client of any other obligations that survive termination under these Terms.

6.5 Upon termination or expiration of the Subscription, the Company may immediately delete or disable access to all Client Data unless otherwise required by law. The Company shall have no liability for any loss of Client Data resulting from termination or expiration.

6.6 The Company reserves the right, at its discretion, to modify, suspend, or discontinue any Subscription plan or feature at any time, provided that the Company will use reasonable efforts to provide notice to the Client in advance where practicable.

7. Data Protection and Security

7.1 The Client acknowledges that all Client Data uploaded, submitted, stored, or processed through the Service remains the sole responsibility of the Client. The Client warrants that it has all necessary rights, consents, and authorisations to provide such data to the Service and to permit the Company to process it as necessary to provide the Service.

7.2 The Company shall implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Client Data from unauthorised access, disclosure, alteration, or destruction. However, the Company does not guarantee absolute security, and the Client agrees that no system is completely secure.

7.3 The Client shall implement and maintain appropriate internal policies, procedures, and controls to ensure the confidentiality, security, and lawful use of Client Data by its Admin and Users. The Client is solely responsible for all activities conducted under its account credentials.

7.4 The Company shall process Client Data in accordance with applicable data protection laws within its jurisdiction, including the Nigeria Data Protection Regulation (NDPR) where applicable. The Client acknowledges that it remains the data controller and bears primary responsibility for regulatory compliance relating to Client Data.

7.5 The Company may, at its discretion, suspend access to Client Data or the Service where it reasonably believes that Client Data poses a security risk, is unlawful, or may expose the Company to regulatory or reputational harm.

7.6 In the event of a security breach affecting Client Data, the Company shall use commercially reasonable efforts to notify the Client without undue delay. The Company shall not be liable for any losses arising from a security breach unless caused by its gross negligence or wilful misconduct.

7.7 The Client shall indemnify and hold the Company harmless from any claims, losses, or damages arising from the Client’s failure to comply with this Clause, including any unauthorised or unlawful processing of Client Data.

8. Intellectual Property

8.1 All rights, title, and interest in and to the Service, including but not limited to the software, underlying code, designs, graphics, user interface, data models, documentation, trademarks, logos, and any enhancements, modifications, or derivative works thereof (collectively, the “IP”), are and shall remain the sole and exclusive property of the Company. Nothing in these Terms shall be construed as transferring any rights, title, or interest in the IP to the Client.

8.2 The Client acknowledges and agrees that the licence granted under Clause 3 does not convey any rights of ownership or intellectual property, and that all rights not expressly granted are reserved by the Company. The Client shall not, and shall not permit any User or third party to, copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of the Service or IP, except to the extent expressly permitted by applicable law notwithstanding this restriction.

8.3 The Client retains ownership of any Client Data it provides to the Service. The Client hereby grants the Company a limited, non-exclusive, worldwide, royalty-free licence to use, store, reproduce, process, and display such Client Data solely as necessary to provide the Service in accordance with these Terms.

8.4 The Company reserves the right to take any action, including legal proceedings, to protect its IP and enforce this Clause. The Client shall cooperate with the Company in any action to protect its IP, including providing relevant information or evidence if requested.

8.5 The Client shall immediately notify the Company if it becomes aware of any unauthorised use or infringement of the IP by any third party.

9. Limitation of Liability

9.1 To the fullest extent permitted by applicable law, the Company’s total aggregate liability to the Client, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with the Service or these Terms, shall not exceed the total fees paid by the Client to the Company under the Subscription for the three (3) months immediately preceding the event giving rise to the claim.

9.2 The Company shall not be liable for any:

(a) indirect, incidental, consequential, special, punitive, or exemplary damages;
(b) loss of profits, revenue, business opportunities, or anticipated savings;
(c) loss, corruption, or deletion of data; or
(d) damages arising from third-party actions, events, or services outside the Company’s control.

9.3 Except as expressly set forth in these Terms, the Service is provided “as is” and “as available,” without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free service.

9.4 The Client shall take all reasonable steps to mitigate any loss or damage that may give rise to a claim under these Terms.

9.5 Nothing in this Clause shall limit the Company’s liability for:

(a) death or personal injury caused by the Company’s gross negligence or wilful misconduct; or
(b) any other liability that cannot be excluded or limited by applicable law.

10. Indemnification

10.1 The Client shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or related to:

(a) the Client’s breach of these Terms
(b) the Client Data, including any allegation that it infringes or violates the rights of a third party
(c) the Client’s misuse of the Service, including any unlawful or prohibited activity by the Client or its Users
(d) any failure by the Client to comply with applicable laws, regulations, or privacy requirements

10.2 The Company shall promptly notify the Client in writing of any claim for which indemnification is sought. The Client shall assume the defence of such claim with counsel reasonably acceptable to the Company. The Company may participate in the defence at its own expense. The Client shall not settle any claim in a manner that imposes any liability or obligation on the Company without the Company’s prior written consent.

10.3 The obligations under this Clause shall survive the termination or expiration of these Terms.

11. Warranties & Disclaimers

11.1 Except as expressly set forth in these Terms, the Company makes no warranties, representations, or guarantees of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

11.2 The Company does not warrant that the Service will be uninterrupted, error-free, secure, or free from bugs, viruses, or other harmful components. The Client acknowledges that access to the Service may be suspended or restricted from time to time for maintenance, upgrades, or security reasons.

11.3 The Company does not guarantee any business result, financial outcome, or operational benefit from the use of the Service. The Client acknowledges that all results depend on the Client’s own use and data quality.

11.4 The Company may provide links, integrations, or access to third-party services. The Company makes no warranty regarding any third-party service and shall have no liability for any loss or damage resulting from the use of such third-party services.

11.5 The Client acknowledges that it has not relied on any statements, representations, or promises other than those expressly set forth in these Terms.

12. Termination & Consequences

12.1 The Company may terminate or suspend the Client’s Subscription immediately, without prior notice, upon:

(a) breach of these Terms, including any provision of Clause 5;
(b) non-payment of any fees due;
(c) use of the Service in a manner that the Company reasonably believes is unlawful, harmful, or poses a security or reputational risk; or
(d) any event that, in the Company’s reasonable judgment, justifies termination to protect the Service, its IP, or the Company’s interests.

12.2 The Client may terminate its Subscription at any time by providing written notice to the Company. Termination does not relieve the Client of any accrued obligations or fees prior to termination.

12.3 Upon termination or suspension for any reason:

(a) the Client’s access to the Service shall immediately cease;
(b) the Company may delete or disable all Client Data unless otherwise required by law;
(c) accrued fees remain payable; and
(d) all surviving obligations under these Terms, including confidentiality, IP, indemnification, and liability limitations, shall continue in full force.

12.4 Termination or suspension shall not entitle the Client to any refund, credit, or other compensation for fees paid or payable.

12.5 Any rights or remedies of the Company arising prior to termination or suspension, including rights under Clause 3 (Licence), Clause 6 (Fees), Clause 8 (IP), Clause 9 (Limitation of Liability), Clause 10 (Indemnification), and Clause 11 (Warranties & Disclaimers), shall survive such termination or suspension.

13. Governing Law & Dispute Resolution

13.1 These Terms and any disputes arising out of or in connection with the Service shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles.

13.2 The Parties shall first attempt to resolve any dispute arising out of or relating to these Terms amicably through good-faith negotiations.

13.3 If the dispute is not resolved within thirty (30) days of written notice of the dispute, the dispute shall be referred to and finally resolved by arbitration administered by the Lagos Court of Arbitration (LCA) under its rules, which are deemed to be incorporated by reference. The arbitration shall be conducted in English, and the seat of arbitration shall be Lagos, Nigeria. The arbitral award shall be final and binding on both Parties.

13.4 Nothing in this Clause shall prevent the Company from seeking injunctive or equitable relief in any competent court to protect its rights, including its IP or Confidential Information, pending arbitration or as necessary to prevent irreparable harm.

13.5 Each Party shall bear its own costs and expenses in connection with arbitration, except that the arbitrator may award costs, including reasonable legal fees, to the prevailing Party.

14. Miscellaneous, Service Availability, Support & Updates

14.1 The Service is provided on an “as is” and “as available” basis. The Company does not guarantee uninterrupted, error-free, or secure access. Access may be temporarily suspended for maintenance, updates, upgrades, or security reasons. The Company shall use reasonable efforts to minimize disruptions but shall not be liable for any downtime, delays, or interruptions.

14.2 The Company reserves the right to perform scheduled or emergency maintenance and to suspend access to the Service if necessary to protect the integrity, security, or reputation of the Service. The Company will use reasonable efforts to provide notice of planned maintenance where practicable.

14.3 Support, if provided, is limited to the channels and response times communicated by the Company. The Company is not obligated to provide support for issues caused by Client Data, Client system configuration, or third-party services.

14.4 The Company may modify, enhance, or discontinue features, functionalities, integrations, or other aspects of the Service at its discretion. The Company is not required to maintain any particular feature or functionality indefinitely. Updates may be applied automatically, and the Client acknowledges that such updates may temporarily affect access or performance.

14.5 Miscellaneous Provisions

(a) Entire Agreement --- These Terms constitute the entire agreement between the Parties and supersede all prior understandings, agreements, or communications regarding the Service.
(b) Severability --- If any provision of these Terms is found invalid or unenforceable, the remainder shall remain in full force.
(c) Waiver --- Failure by the Company to enforce any provision shall not constitute a waiver of any rights.
(d) Assignment ---The Client may not assign, transfer, or sublicense its rights under these Terms without the Company’s prior written consent. The Company may assign or transfer its rights and obligations at its discretion.
(e) Notices --- All notices must be in writing and sent via email or other reasonable means to the contact information provided by each Party.
(f) Contact Information --- for questions regarding these terms the client may contact the company through the official support channels