ClientSphere Terms of Use

1. Introduction and Acceptance

1.1 These Terms of Use (the "Terms") govern access to and use of the ClientSphere platform available at clientsphere.io, together with all associated web applications, mobile applications, application programming interfaces, integrations, documentation and related services (collectively, the "Services").

1.2 The Services are operated by ClientSphere ("ClientSphere", "we", "us" or "our").

1.3 By registering for an account, accessing the Services, or permitting any person to access the Services on your behalf, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

1.4 If you accept these Terms on behalf of a company, partnership, or other legal entity, you represent and warrant that you have full authority to bind that entity, and the terms "Customer", "you" and "your" refer to that entity.

1.5 Where ClientSphere and the Customer have executed a separate master services agreement, order form or enterprise agreement covering the Services, that agreement prevails over these Terms to the extent of any inconsistency. In all other cases these Terms constitute the entire agreement between the parties in respect of the Services.

1.6 The Privacy Policy published on the Services, and any data processing addendum made available by ClientSphere, are incorporated into and form part of these Terms.

2. Definitions

"AI Features" means any functionality within the Services that generates, summarises, classifies, scores, drafts, predicts or recommends content or outcomes using artificial intelligence, machine learning or large language models, including the "Ask AI" assistant and AI-powered insights and recommendations.

"AI Output" means any content, insight, recommendation, score, summary or other material generated by the AI Features.

"Authorised User" means an individual whom the Customer permits to access the Services under the Customer's Workspace, including employees, contractors, agents and administrators.

"Campaign" means any marketing, promotional, transactional, notification or other bulk or automated message composed, scheduled, sent or managed through the Services.

"Customer Data" means all data, content, records, files, text, images, contact records, ticket content, documents and other material that the Customer or its Authorised Users submit to, upload to, store in, generate within, or transmit through the Services, including Personal Data relating to the Customer's own clients, prospects, contacts and end users.

"Applicable Data Protection Law" means the NDPA and the GAID, together with such other laws relating to data protection, privacy and the processing of Personal Data as apply to a party as a matter of law in connection with the Services. Where a law is identified in these Terms by name, it forms part of Applicable Data Protection Law only where and to the extent it applies to the relevant party as a matter of law, and its identification does not constitute an agreement to be bound by it where it would not otherwise apply.

"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, together with the national implementing legislation of any EEA member state.

"GAID" means the Nigeria Data Protection Act General Application and Implementation Directive 2025, as amended or replaced.

"NDPA" means the Nigeria Data Protection Act 2023, as amended or replaced.

"Personal Data", "Data Controller", "Data Processor", "Data Subject", "Personal Data Breach", "Supervisory Authority" and "Processing" have the meanings given to them under Applicable Data Protection Law, and where the EU GDPR or UK GDPR applies, the meanings given under that Regulation. References to a "Data Controller" include a "controller" and references to a "Data Processor" include a "processor" as those terms are used in the EU GDPR and UK GDPR.

"Restricted Transfer" means a transfer of Personal Data from a jurisdiction which restricts the transfer of Personal Data to another jurisdiction, where that transfer would be prohibited in the absence of a lawful transfer mechanism.

"Standard Contractual Clauses" means, as applicable: (a) the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission under Implementing Decision (EU) 2021/914, as amended or replaced (the "EU SCCs"); and (b) the International Data Transfer Agreement or the International Data Transfer Addendum to the EU SCCs issued by the United Kingdom Information Commissioner, as amended or replaced (the "UK Transfer Mechanism").

"Sub-processor" means any third party engaged by ClientSphere to process Personal Data contained in Customer Data on the Customer's behalf.

"Workspace" means the logically separated tenant environment provisioned to the Customer within the Services, within which the Customer's Customer Data is stored and its Authorised Users operate.

3. Eligibility and Business Use Only

3.1 The Services are made available exclusively for business, commercial and professional purposes. The Services are not offered to, designed for, or intended to be used by consumers acting for personal, domestic or household purposes.

3.2 By using the Services you represent and warrant that: (a) you are at least eighteen (18) years of age and have legal capacity to enter into binding contracts; (b) you are acting in the course of a trade, business, craft or profession; (c) you are duly registered, incorporated or otherwise lawfully constituted where required to carry on your business; and (d) you have the authority to bind the entity on whose behalf you are acting.

3.3 You further represent and warrant that you are not, and are not owned or controlled by, and are not acting on behalf of, any person or entity that is the subject of applicable sanctions, terrorism financing designations, or that is otherwise prohibited from receiving the Services under applicable law.

3.4 Statutory protections that apply exclusively to consumers, including under the Federal Competition and Consumer Protection Act 2018, do not apply to the Customer's use of the Services.

3.5 The Services are made available internationally. The Customer is responsible for determining whether its use of the Services is lawful in each jurisdiction in which it operates, and for obtaining any registration, licence, authorisation or filing required of it in connection with that use. ClientSphere makes no representation that the Services are appropriate or available for use in any particular jurisdiction.

3.6 The Customer must not access or use the Services from, or make the Services available in, any jurisdiction subject to comprehensive trade sanctions, and must not use the Services in breach of any applicable export control, sanctions or anti-money laundering law.

4. Accounts, Workspaces and Authorised Users

4.1 To access the Services the Customer must register an account and provide accurate, current and complete registration information, and must keep that information up to date.

4.2 Each Customer is provisioned a Workspace. Customer Data within a Workspace is logically separated from that of other customers. The Customer is responsible for configuring its Workspace, including roles, permissions, access levels, automations, templates and notification settings, in a manner appropriate to its business and regulatory requirements.

4.3 The Customer may invite Authorised Users to its Workspace. The Customer is responsible for all acts and omissions of its Authorised Users as if they were its own, and for ensuring that each Authorised User complies with these Terms.

4.4 The Customer is responsible for promptly deactivating access for any Authorised User who leaves its organisation or who no longer requires access. ClientSphere is not responsible for any loss arising from the Customer's failure to do so.

4.5 Account credentials are personal to each Authorised User and must not be shared. The Customer must implement reasonable measures to protect credentials and must notify ClientSphere without undue delay upon becoming aware of any unauthorised access to, or compromise of, its Workspace or any account.

4.6 The Customer is responsible for all activity occurring under its Workspace, whether or not authorised by it, save to the extent such activity results directly from ClientSphere's own breach of these Terms.

4.7 ClientSphere may decline to provision, or may reclaim, any account or Workspace name that is misleading, infringing, impersonating or otherwise inappropriate.

5. The Services

5.1 Subject to these Terms and to payment of any applicable fees, ClientSphere grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for its internal business purposes during the term.

5.2 The Services comprise, and may from time to time include, the following functionality:

• Contact and account management, including the creation, storage, organisation and maintenance of contact, company and account records;
• Sales pipeline and opportunity tracking, including deal stages, values, forecasting views and pipeline reporting;
• Support ticket management, including ticket intake, assignment, status tracking, escalation and resolution;
• Task management, scheduling, reminders and assignment;
• Quotes, invoicing and billing management, including quotes, invoices, recurring invoices, payment records, and a products and services catalogue;
• AI Features, including the "Ask AI" assistant and AI-generated insights, summaries and recommendations;
• A knowledge base and resource library;
• Reporting, dashboards and analytics;
• Customer communication tools, including logging, threading and sending of messages and correspondence;
• Marketing and Campaign management, including audience building, message composition, scheduling, sending and performance tracking;
• In-application and email notifications and alerts;
• Search, filtering and segmentation across records;
• Automation and workflow management, including triggers, conditions, rules and automated actions; and
• Workspace administration, user role and permission management, and settings.

5.3 ClientSphere may add, modify, enhance, restrict or discontinue any feature or functionality of the Services at any time. Where a change would materially degrade a core function of the Services, ClientSphere will use reasonable efforts to give advance notice.

5.4 Features designated as beta, preview, trial, early access or similar are provided "as is" for evaluation only, may be modified or withdrawn at any time, are excluded from any service commitment, and carry no warranty of any kind.

5.5 The Services are a tool. The Customer is solely responsible for the business, commercial, financial, employment, credit, regulatory and other decisions it makes using the Services, and for the consequences of those decisions.

6. Customer Data

6.1 As between the parties, the Customer retains all right, title and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to ClientSphere.

6.2 The Customer grants ClientSphere a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, index, back up and otherwise process Customer Data solely to the extent necessary to: (a) provide, maintain and secure the Services; (b) provide support requested by the Customer; (c) prevent or address technical, security or fraud issues; and (d) comply with applicable law or a lawful order.

6.3 The Customer represents and warrants that it has, and will maintain throughout its use of the Services, all rights, consents, lawful bases and authorisations necessary to submit Customer Data to the Services and to permit its processing as contemplated by these Terms, including in respect of Personal Data relating to its contacts, clients, end users, ticket submitters and Campaign recipients.

6.4 The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data, and for determining whether the Services are suitable for the types of data it chooses to store.

6.5 The Customer must not upload to the Services any data that it is prohibited from disclosing, or that is subject to heightened regulatory handling requirements the Services are not designed to support, unless expressly agreed in writing with ClientSphere.

6.6 ClientSphere may generate and use aggregated, statistical and de-identified data derived from use of the Services to operate, secure, analyse, benchmark and improve the Services. Such data will not identify the Customer, any Authorised User, or any Data Subject, and will not be presented in a manner that permits such identification.

6.7 ClientSphere does not sell Customer Data and does not disclose Customer Data to third parties for their own independent marketing purposes.

7. Data Protection

7.1 Primary framework. The Services are provided from the Federal Republic of Nigeria and the NDPA and the GAID are the primary data protection framework governing ClientSphere's processing. The Services are made available internationally but are not directed at, or specifically targeted to, the residents of any particular jurisdiction outside Nigeria.

7.2 Global baseline. ClientSphere applies the standards set out in this clause 7 to all Customer Data, irrespective of the jurisdiction in which the Customer or its Data Subjects are located. Those standards are designed to meet or exceed the requirements of the NDPA and the GAID and to align with internationally recognised data protection principles. ClientSphere's adoption of these standards is a matter of contract and does not constitute a submission to the jurisdiction of, or an acceptance that ClientSphere is subject to, the law of any jurisdiction to which it would not otherwise be subject.

7.3 Other regimes. Where a data protection law of another jurisdiction applies to a party as a matter of law in connection with the Services, that party will comply with it, and this clause 7 and clause 8 apply to that extent. The Customer is responsible for determining whether any such law applies to its own processing, and for notifying ClientSphere in writing where it considers that a law of another jurisdiction applies to ClientSphere's processing of its Customer Data.

7.4 Each party will comply with its obligations under Applicable Data Protection Law in connection with the Services. This clause 7 applies in addition to, and does not limit, any separate data processing agreement executed between the parties.

7.5 Roles of the parties. In respect of Personal Data contained in Customer Data, the Customer is the Data Controller and ClientSphere acts as Data Processor. Where the Customer is itself a processor acting on behalf of a third party controller, the Customer warrants that it has that controller's authority to appoint ClientSphere as a sub-processor on these terms, and references to the Customer's instructions include instructions received by the Customer from that controller.

7.6 ClientSphere acts as Data Controller in respect of account registration data, billing data, authentication and access logs, support correspondence, and technical and usage telemetry relating to the operation of the Services. Such processing is described in the Privacy Policy.

7.7 Scope of processing. The subject matter, duration, nature and purpose of the processing, the types of Personal Data and the categories of Data Subjects are set out in Annex 1, which forms part of these Terms.

7.8 Processing on instructions. ClientSphere will process Personal Data contained in Customer Data only on the Customer's documented instructions, which include these Terms, any executed data processing agreement, and the Customer's configuration and use of the Services, unless required to process by a law to which ClientSphere is subject. Where ClientSphere is required to process by law, it will inform the Customer of that requirement before processing, unless that law prohibits it from doing so on important grounds of public interest. ClientSphere will inform the Customer if, in its opinion, an instruction infringes Applicable Data Protection Law.

7.9 Confidentiality of personnel. ClientSphere will ensure that persons authorised to process Personal Data are subject to an appropriate duty of confidentiality and have received suitable training.

7.10 Security. ClientSphere will implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing. Those measures include, as appropriate, pseudonymisation and encryption, measures to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems, the ability to restore availability and access following an incident, and a process for regularly testing and evaluating the effectiveness of those measures.

7.11 Sub-processors. The Customer grants ClientSphere general written authorisation to engage Sub-processors to support delivery of the Services, including cloud hosting, storage, email delivery, analytics, payment and AI model providers. ClientSphere will impose on each Sub-processor, by written contract, data protection obligations no less protective than those in this clause 7, and remains responsible to the Customer for the performance of each Sub-processor's obligations. ClientSphere will disclose the identity of its Sub-processors to the Customer on reasonable written request.

7.12 Changes to Sub-processors. ClientSphere will inform the Customer of the intended addition or replacement of a Sub-processor where that change would materially affect the processing of Personal Data contained in Customer Data. The Customer may object on reasonable data protection grounds, in which case the parties will discuss the objection in good faith. Where the objection cannot be resolved within a reasonable period, the Customer may terminate the affected Services on written notice, and that termination is the Customer's sole and exclusive remedy in respect of the objection.

7.13 Assistance with Data Subject rights. Taking into account the nature of the processing, ClientSphere will assist the Customer by appropriate technical and organisational measures, insofar as reasonably possible, in fulfilling the Customer's obligation to respond to requests to exercise Data Subject rights, including rights of access, rectification, erasure, restriction, portability and objection. Where ClientSphere receives such a request directly from a Data Subject in respect of Customer Data, it will not respond to it substantively but will refer the Data Subject to the Customer and notify the Customer without undue delay.

7.14 Assistance with compliance. ClientSphere will provide the Customer with reasonable assistance in relation to data protection impact assessments, prior consultation with a Supervisory Authority, and the security and breach notification obligations of the Customer, in each case taking into account the nature of the processing and the information available to ClientSphere. Assistance which is other than trivial may be charged at ClientSphere's reasonable rates.

7.15 Personal Data Breach. ClientSphere will notify the Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a Personal Data Breach affecting Personal Data contained in Customer Data. The notification will describe, to the extent known, the nature of the breach, the categories and approximate number of Data Subjects and records concerned, the likely consequences, and the measures taken or proposed. ClientSphere will provide such further information as becomes available and such cooperation as the Customer reasonably requires to meet its own notification obligations to a Supervisory Authority or to Data Subjects.

7.16 Records and audit. ClientSphere will maintain records of its processing activities carried out on behalf of the Customer and will make available to the Customer the information reasonably necessary to demonstrate compliance with this clause 7. ClientSphere will allow for and contribute to audits, including inspections, conducted by the Customer or an auditor appointed by the Customer. The Customer may exercise this right not more than once in any twelve (12) month period, save where required by a Supervisory Authority or following a Personal Data Breach, on not less than thirty (30) days' written notice, during normal business hours, subject to confidentiality undertakings, and in a manner that does not disrupt the Services or compromise the security or data of any other customer. ClientSphere may satisfy this obligation by providing a current third-party audit report, certification or attestation covering the relevant controls, where that report reasonably addresses the Customer's audit request.

7.17 Customer obligations. The Customer is responsible for: (a) issuing all required privacy notices to its Data Subjects; (b) establishing and documenting a valid lawful basis for its processing, and obtaining and maintaining any consent required; (c) responding to Data Subject requests, complaints and objections; (d) conducting any data protection impact assessment required in respect of its use of the Services; and (e) where required by a law applicable to it, appointing a data protection officer and any representative required in a jurisdiction in which it is not established.

7.18 Deletion and return. On termination, and at the Customer's election, ClientSphere will delete or return Personal Data contained in Customer Data in accordance with clause 20, and will delete existing copies save to the extent retention is required by a law to which ClientSphere is subject.

8. International Transfers and Hosting

8.1 The Services are delivered using cloud infrastructure and Sub-processors which may be located in, and Customer Data may be stored, accessed, replicated, backed up or otherwise processed in, jurisdictions other than the jurisdiction in which the Customer or its Data Subjects are located. By using the Services the Customer instructs ClientSphere to carry out such transfers as are necessary for the provision of the Services.

8.2 Where a transfer of Personal Data constitutes a Restricted Transfer, ClientSphere will ensure that an appropriate transfer mechanism is in place, which may include: (a) a finding of adequacy in respect of the destination jurisdiction; (b) the Standard Contractual Clauses; (c) in respect of transfers from Nigeria, a mechanism recognised under the NDPA and the GAID, including a determination by the Nigeria Data Protection Commission that the destination jurisdiction affords an adequate level of protection, binding corporate rules, contractual clauses, or another lawful basis under sections 41 and 43 of the NDPA; or (d) any other lawful transfer mechanism available under Applicable Data Protection Law.

8.3 The Standard Contractual Clauses are not incorporated into these Terms as a matter of course. Where a Restricted Transfer arises to which the EU GDPR or the UK GDPR applies as a matter of law, and no other lawful transfer mechanism is available, the parties will enter into the applicable Standard Contractual Clauses in respect of that transfer, and ClientSphere will do so on reasonable written request from the Customer.

8.4 Where the EU SCCs are entered into under clause 8.3, they take effect on the following basis unless otherwise agreed: Module Two (controller to processor) applies where the Customer is a controller, and Module Three (processor to processor) applies where the Customer is a processor; clause 7 (docking) applies; clause 9 provides for general written authorisation of sub-processors on the basis set out in clauses 7.11 and 7.12 of these Terms; clause 11 does not include the optional independent dispute resolution body; clause 17 provides that the clauses are governed by the law of the Republic of Ireland; clause 18(b) provides that disputes are resolved before the courts of the Republic of Ireland; and Annex I, Annex II and Annex III are populated by Annex 1 to these Terms, the security measures made available by ClientSphere under clause 7.10, and the Sub-processor information disclosed under clause 7.11 respectively. Where the UK Transfer Mechanism is entered into, the tables are completed by reference to the same information.

8.5 Where a transfer impact assessment is required by Applicable Data Protection Law in respect of a Restricted Transfer, ClientSphere will provide the Customer with such information as is reasonably necessary to enable that assessment to be completed, on reasonable written request.

8.6 Where the Standard Contractual Clauses are entered into under clause 8.3, they apply only to the Restricted Transfers to which they are expressed to apply, and prevail over any conflicting provision of these Terms to that extent and for that purpose only.

8.7 Where a Supervisory Authority or a change in law invalidates or restricts a transfer mechanism relied upon under this clause 8, the parties will cooperate in good faith to identify and implement an alternative lawful mechanism. Where no such mechanism is available, ClientSphere may suspend the affected transfer, and either party may terminate the affected Services on written notice.

8.8 ClientSphere will, on the Customer's reasonable written request, disclose the jurisdictions in which Customer Data is hosted.

8.9 Government access requests. Where ClientSphere receives a legally binding request from a public authority for disclosure of Personal Data contained in Customer Data, it will, to the extent legally permitted, notify the Customer without undue delay, challenge any request which it considers unlawful or excessive, and disclose only the minimum amount of data lawfully required.

9. AI Features

9.1 The Services include AI Features. The Customer's use of the AI Features is subject to this clause 9 in addition to the remainder of these Terms.

9.2 AI Output is generated probabilistically. It may be inaccurate, incomplete, outdated, internally inconsistent, or misleading, and may present incorrect information in a confident manner. AI Output is not verified by ClientSphere.

9.3 The Customer must apply meaningful human review to AI Output before relying on it, acting on it, disclosing it to any third party, or incorporating it into any record, communication or decision.

9.4 AI Output does not constitute legal, regulatory, tax, accounting, financial, credit, investment, employment or other professional advice, and must not be presented or relied upon as such.

9.5 The Customer must not use AI Output as the sole or determinative basis for any decision producing legal effects, or similarly significant effects, on an individual, including decisions relating to credit, employment, insurance, or access to services. Where the Customer uses AI Features in connection with such decisions it is solely responsible for compliance with the NDPA provisions on automated decision-making, including provision of human intervention and a right to contest.

9.6 The Customer must not input into the AI Features: (a) Personal Data of a sensitive nature within the meaning of the NDPA, unless it has an appropriate lawful basis and has satisfied itself that such input is appropriate; (b) information subject to legal professional privilege or a duty of confidentiality that would be breached by such input; or (c) any data it is contractually or legally prohibited from disclosing to a service provider.

9.7 The AI Features may be delivered using third-party model providers, which may process inputs and outputs to return a response. ClientSphere does not permit such providers to use Customer Data to train generally available or foundation models.

9.8 AI Output is not guaranteed to be unique. Similar or identical output may be generated for other users. ClientSphere makes no representation that AI Output is free from third-party rights, and the Customer is responsible for verifying that its use of AI Output does not infringe the rights of any person.

9.9 ClientSphere may impose usage limits on the AI Features, and may modify, restrict or withdraw them, including where necessary to manage cost, capacity, safety or misuse.

10. Communication, Marketing and Campaigns

10.1 The Services enable the Customer to compose, schedule, send, automate and track Campaigns and other communications to recipients selected by the Customer.

10.2 The Customer is the sender of every Campaign and communication transmitted through its Workspace. The Customer alone determines the recipients, the content, the frequency and the purpose. ClientSphere acts solely as a technical conduit and does not review, approve or endorse Campaign content.

10.3 The Customer represents, warrants and undertakes that, in respect of every Campaign, it will: (a) hold a valid lawful basis under the NDPA, or a valid consent where consent is required, for each recipient; (b) use only recipient data that it has lawfully collected, and not lists that are purchased, rented, scraped, harvested or otherwise obtained from an unlawful or undisclosed source; (c) accurately identify itself as sender and not falsify or obscure header, routing or origin information; (d) include a functioning and conspicuous unsubscribe or opt-out mechanism in every marketing Campaign; (e) process opt-out and suppression requests promptly and in any event within the period required by applicable law; and (f) comply with all applicable direct marketing, electronic communications and anti-spam laws in each jurisdiction in which its recipients are located, including the NDPA, the GAID and Nigerian Communications Commission requirements.

10.4 The Customer must not use the Services to send: unsolicited bulk communications; communications with deceptive subject lines or content; phishing, spoofing or credential-harvesting messages; malware or malicious links; or communications promoting unlawful goods or services.

10.5 Message delivery is not guaranteed. Delivery depends on recipient mail servers, internet service providers, spam filters, reputation systems and blocklists that are outside ClientSphere's control. ClientSphere gives no warranty as to deliverability, inbox placement, open rates or engagement, and is not liable for non-delivery, delayed delivery, filtering or blocking.

10.6 ClientSphere may monitor aggregate sending metrics, including bounce, complaint and spam-trap rates, and may throttle, queue, quarantine, review or suspend the Customer's sending capability, with or without notice, where necessary to protect the integrity, security or sending reputation of the Services or of other customers.

10.7 Where the Customer directs a Campaign to recipients outside Nigeria, it is responsible for compliance with the direct marketing and electronic communications laws of each jurisdiction in which those recipients are located, which may impose consent, opt-out and record-keeping requirements more onerous than those applicable in Nigeria. ClientSphere gives no advice or assurance as to the requirements of any such law.

10.8 The Customer's indemnity under clause 23 extends to all claims, complaints, regulatory actions and third-party losses arising from its Campaigns and communications.

11. Quotes, Invoicing and Payments Module

11.1 The Services include functionality enabling the Customer to create and manage quotes, issue and track invoices, configure recurring invoices, maintain a products and services catalogue, record payments received, and view related revenue and outstanding-balance reporting.

11.2 This functionality is a document generation and record-keeping tool. ClientSphere is not a party to, and assumes no responsibility for, any underlying transaction, contract, quote or invoice between the Customer and any of the Customer's own clients or counterparties.

11.3 ClientSphere is not a bank, payment service provider, payment solution service provider, money transfer operator, or other financial institution, and is not licensed by the Central Bank of Nigeria. Except as expressly stated in clause 11.4, ClientSphere does not receive, hold, transmit, settle or disburse funds on behalf of the Customer or any third party. Where the Services record a payment as received, that record reflects an entry made by or on behalf of the Customer and is not confirmation by ClientSphere that any funds have been received, cleared or settled.

11.4 Where ClientSphere makes payment collection available through an integrated third-party payment processor, that processor is the party providing the payment service. The Customer's use of that service is subject to the processor's own terms, onboarding and know-your-customer requirements. ClientSphere is not responsible for the acts, omissions, fees, settlement timelines, holds, reversals, chargebacks or availability of any such processor.

11.5 Nothing generated by this functionality constitutes accounting, tax, or legal advice. The Customer is solely responsible for: the accuracy and completeness of every quote, invoice and payment record it creates; the correct treatment and remittance of value added tax, withholding tax and any other applicable tax; the inclusion of all statutorily required invoice particulars; compliance with any electronic invoicing, fiscalisation or reporting requirement of the Federal Inland Revenue Service or any other tax authority; and compliance with statutory books and records retention requirements.

11.6 ClientSphere does not perform credit assessment, invoice financing, factoring, collections or debt recovery, and is not responsible for the non-payment, late payment, partial payment or dispute of any invoice issued through the Services.

11.7 Currency labels, symbols and totals displayed within the Services are formatting conveniences only. ClientSphere provides no foreign exchange service, conversion, rate or settlement, and is not responsible for exchange rate movements or for any discrepancy between displayed amounts and amounts actually invoiced or received.

11.8 The Customer must maintain its own independent financial records and must not rely on the Services as its sole system of record for statutory accounting or retention purposes.

12. Fees and Charges

12.1 Certain features of the Services may be made available at no charge. ClientSphere reserves the right to introduce, vary or withdraw fees for any part of the Services on reasonable notice.

12.2 Where fees apply, they will be set out in an order form, subscription plan, or pricing page made available to the Customer. By activating a paid feature or exceeding a free allowance, the Customer agrees to the applicable charges.

12.3 Certain functionality is charged on a usage basis. In particular, Campaign sending may be charged per message despatched, and a message is chargeable when despatched by the Services regardless of whether it is subsequently delivered, opened, bounced, filtered or rejected by the recipient's systems. ClientSphere's records of usage are conclusive absent manifest error.

12.4 All fees are exclusive of value added tax and any other applicable tax, duty or levy, which the Customer will pay in addition. Where the Customer is required by law to deduct withholding tax, it will remit the deducted amount to the relevant authority and promptly provide ClientSphere with a valid withholding tax credit note.

12.5 Fees are payable without set-off, counterclaim or deduction. Invoices are due within the period stated on the invoice or, where no period is stated, within thirty (30) days of the invoice date.

12.6 Where any undisputed amount remains unpaid after its due date, ClientSphere may, on notice, suspend the Customer's access to the Services or to any paid feature until payment is made, and may charge interest on the overdue amount at the rate of two per cent (2%) per month or the maximum rate permitted by law, whichever is lower.

12.7 Except where required by law, fees paid are non-refundable and no credit is given for partial periods, unused allowances or features not used.

12.8 ClientSphere may change its fees on not less than thirty (30) days' notice, with the change taking effect from the start of the Customer's next billing period or renewal term.

13. Acceptable Use

13.1 The Customer must not, and must not permit any Authorised User or third party to:

• use the Services in breach of any applicable law, regulation, licence condition or regulatory direction;
• upload, store or transmit any material that is unlawful, defamatory, obscene, harassing, discriminatory, or that infringes the intellectual property, privacy or other rights of any person;
• upload or transmit any virus, worm, malicious code or other harmful component;
• attempt to gain unauthorised access to the Services, to any other customer's Workspace, or to any underlying system, network or infrastructure;
• probe, scan, penetration test, stress test or otherwise test the vulnerability of the Services without ClientSphere's prior written consent;
• circumvent or attempt to circumvent any access control, usage limit, rate limit, metering, authentication or security feature;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, architecture, models or algorithms underlying the Services, except to the extent such restriction is prohibited by law;
• copy, frame, mirror, resell, sublicense, rent, lease, distribute or otherwise make the Services available to any third party, or use the Services on a service bureau, bureau services or white-label basis, except under a separate written agreement with ClientSphere;
• use the Services, or any AI Output, to develop, train, benchmark or improve any competing product or service;
• use automated means to scrape, extract or harvest data from the Services other than through interfaces expressly provided for that purpose;
• impose an unreasonable or disproportionately large load on the Services or otherwise interfere with their proper operation; or
• misrepresent the source, ownership or authorship of any material transmitted through the Services.

13.2 ClientSphere may investigate any suspected breach of this clause 13 and may take such action as it considers appropriate, including removing or disabling access to offending material, suspending accounts, and reporting the matter to law enforcement or a regulator.

14. Third-Party Services and Integrations

14.1 The Services may interoperate with, link to, or permit the Customer to connect third-party products, applications, integrations and data sources. Any such third-party product is provided by the relevant third party and is governed by that party's own terms and privacy policy.

14.2 By enabling an integration, the Customer authorises ClientSphere to access, transmit and exchange Customer Data with that third party to the extent necessary for the integration to function. The Customer is responsible for satisfying itself as to the third party's suitability, security and data handling practices.

14.3 ClientSphere gives no warranty in respect of, and accepts no liability for, any third-party product, integration or the availability or discontinuation of any of them.

15. Intellectual Property

15.1 ClientSphere and its licensors own and retain all right, title and interest in and to the Services, including all software, source code, models, algorithms, architecture, databases, user interfaces, designs, documentation, know-how, the ClientSphere name, logo, and all associated intellectual property rights. No rights are granted other than the limited access right expressly stated in clause 5.1.

15.2 The Customer retains ownership of Customer Data and of its own trade marks, brand assets and content uploaded to the Services.

15.3 As between the parties, and to the extent AI Output is capable of ownership, ClientSphere assigns to the Customer such rights as ClientSphere may have in AI Output generated for the Customer through its Workspace, subject to clause 9.8 and to the Customer's compliance with these Terms.

15.4 If the Customer provides ClientSphere with feedback, suggestions, feature requests or ideas relating to the Services, ClientSphere may use and exploit them freely, without restriction, attribution or compensation.

16. Confidentiality

16.1 Each party may receive confidential information of the other. Each party will use the other's confidential information only for the purposes of these Terms, will protect it with no less than reasonable care, and will not disclose it other than to those of its personnel, professional advisers and sub-processors who need to know it and who are bound by equivalent obligations.

16.2 These obligations do not apply to information that is or becomes public through no breach of these Terms, was lawfully known to the recipient without restriction before disclosure, is independently developed without use of the discloser's confidential information, or is lawfully received from a third party without restriction.

16.3 A party may disclose confidential information where required by law, regulation, court order or a competent authority, and will, where lawfully permitted, give the other party prior notice sufficient to allow it to seek protective relief.

17. Availability, Maintenance and Support

17.1 ClientSphere will use commercially reasonable efforts to make the Services available, but does not warrant that access will be uninterrupted, timely, error-free or free from delay.

17.2 The Services may be unavailable during scheduled maintenance, for which ClientSphere will endeavour to give reasonable advance notice, and during emergency maintenance, for which notice may not be practicable.

17.3 Support is provided through the channels published on the Services. Unless a separate service level agreement has been executed, no response or resolution time is guaranteed.

17.4 The Customer is responsible for procuring and maintaining the internet connectivity, devices, browsers and other equipment necessary to access the Services, and for the cost of doing so.

18. Suspension

18.1 ClientSphere may suspend the Customer's access to all or part of the Services, in whole or in part, where: (a) the Customer is in material breach of these Terms; (b) suspension is necessary to protect the security, integrity or availability of the Services or of any other customer; (c) the Customer's use presents a legal, regulatory or reputational risk to ClientSphere; (d) undisputed fees remain unpaid after notice; or (e) suspension is required by law or by a competent authority.

18.2 ClientSphere will give notice of suspension where reasonably practicable, but may suspend immediately and without notice where the circumstances require.

18.3 Suspension does not relieve the Customer of its obligation to pay fees accrued in respect of the suspension period where the suspension arises from the Customer's breach or non-payment.

19. Term and Termination

19.1 These Terms take effect when the Customer first accesses the Services and continue until terminated in accordance with this clause 19.

19.2 The Customer may terminate at any time by ceasing all use of the Services and closing its Workspace through the account settings or by written notice to ClientSphere. Where the Customer is on a paid plan, termination takes effect at the end of the then-current billing period unless otherwise agreed.

19.3 Either party may terminate immediately on written notice if the other party: (a) commits a material breach of these Terms which is incapable of remedy, or which is capable of remedy and is not remedied within thirty (30) days of written notice requiring remedy; or (b) becomes insolvent, enters administration or receivership, makes an arrangement with its creditors, or ceases or threatens to cease to carry on business.

19.4 ClientSphere may terminate these Terms and close the Customer's Workspace on thirty (30) days' written notice where it discontinues the Services generally, and may terminate immediately where continued provision would breach applicable law or expose ClientSphere to regulatory or legal liability.

20. Effect of Termination and Data Retrieval

20.1 On termination, the Customer's right to access the Services ceases immediately and all accrued fees become due.

20.2 The Customer is responsible for exporting its Customer Data before termination takes effect. ClientSphere will, for a period of thirty (30) days following termination, make Customer Data available for export using the export functionality of the Services, unless prevented from doing so by law or where termination arose from the Customer's material breach or unlawful use.

20.3 After that period, ClientSphere may delete Customer Data from its live systems. Residual copies may persist in backups and disaster recovery media until overwritten in the ordinary course of ClientSphere's retention cycle, during which time they remain subject to clause 7 and clause 16.

20.4 ClientSphere may retain data where required to comply with a legal, tax, accounting, regulatory or audit obligation, or to establish, exercise or defend legal claims.

20.5 Clauses 6.1, 6.6, 6.7, 7, 8, 15, 16, 20, 21, 22, 23, 26, 29 and any other provision which by its nature is intended to survive, survive termination.

21. Warranties and Disclaimers

21.1 Each party warrants that it has full power and authority to enter into and perform these Terms.

21.2 ClientSphere warrants that it will provide the Services with reasonable skill and care.

21.3 Save as expressly stated in these Terms, and to the maximum extent permitted by law, the Services are provided "as is" and "as available", and ClientSphere excludes all warranties, conditions, representations and terms of any kind, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, or arising from a course of dealing or usage of trade.

21.4 Without limiting clause 21.3, ClientSphere does not warrant that: the Services will meet the Customer's requirements; operation will be uninterrupted or error-free; defects will be corrected; the Services or the servers on which they are hosted are free of harmful components; AI Output will be accurate, complete or fit for any purpose; Campaign messages will be delivered; or that any commercial, financial or operational result will be achieved through use of the Services.

22. Limitation of Liability

22.1 Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.

22.2 Subject to clause 22.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill or reputation; loss of or corruption of data (save as expressly provided in clause 22.4); or any indirect, special or consequential loss, in each case however arising and whether or not foreseeable.

22.3 Subject to clause 22.1, ClientSphere's total aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by the Customer to ClientSphere in the twelve (12) months immediately preceding the event giving rise to the claim, or, where no fees have been paid, to one hundred thousand Naira (NGN 100,000).

22.4 ClientSphere is not responsible for any loss of Customer Data to the extent the Customer has failed to maintain its own independent backups of data material to its business. The Customer acknowledges that maintaining such backups is a reasonable precaution.

22.5 The exclusions and limitations in this clause 22 do not apply to the Customer's payment obligations under clause 12, or to the Customer's indemnity under clause 23.

22.6 The Customer acknowledges that the limitations in this clause 22 are a reasonable allocation of risk between the parties and are reflected in the pricing of the Services.

23. Indemnity

23.1 The Customer will indemnify and hold harmless ClientSphere, its affiliates, directors, officers, employees and agents against all claims, demands, proceedings, regulatory actions, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Data, including any allegation that it infringes the rights of, or has caused harm to, any third party; (b) the Customer's Campaigns and communications, including any complaint, regulatory action or claim relating to unsolicited messaging or unlawful direct marketing; (c) the Customer's breach of clause 6.3, clause 7.7, clause 10.3 or clause 13; (d) any quote, invoice, payment record or tax treatment created or applied by the Customer through the Services; (e) any decision the Customer takes in reliance on AI Output; and (f) any use of the Customer's Workspace by an Authorised User or by any person using credentials issued under the Customer's Workspace.

23.2 ClientSphere will notify the Customer promptly of any claim for which it seeks indemnity, will not settle without the Customer's consent (not to be unreasonably withheld), and will provide reasonable cooperation at the Customer's expense.

24. Force Majeure

24.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including act of God, flood, fire, epidemic or pandemic, war, terrorism, civil unrest, industrial action, government or regulatory action, failure of the public internet, telecommunications or power infrastructure, or failure of a third-party hosting or connectivity provider.

24.2 The affected party will notify the other as soon as reasonably practicable. If the event continues for more than sixty (60) consecutive days, either party may terminate these Terms on written notice.

25. Publicity

25.1 ClientSphere may not use the Customer's name, logo or trade marks in any public marketing material without the Customer's prior written consent, which may be given by email.

26. Notices

26.1 Notices to the Customer may be given by email to the address associated with its account, or by notification within the Services, and are deemed received on the day of transmission where sent during business hours, and otherwise on the next business day.

26.2 Notices to ClientSphere must be given in writing to the contact address published on the Services, and are deemed received on acknowledgement of receipt.

26.3 It is the Customer's responsibility to keep its notice email address current.

27. Changes to these Terms

27.1 ClientSphere may amend these Terms from time to time. The current version is always published on the Services with the date of last update.

27.2 Where an amendment materially and adversely affects the Customer's rights, ClientSphere will give not less than thirty (30) days' notice by email or in-application notification before it takes effect.

27.3 Continued use of the Services after an amendment takes effect constitutes acceptance of the amended Terms. A Customer that does not accept an amendment may terminate under clause 19.2 before it takes effect.

28. Governing Law and Dispute Resolution

28.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

28.2 The parties will first attempt in good faith to resolve any dispute through negotiation between senior representatives within thirty (30) days of one party notifying the other in writing of the dispute.

28.3 If the dispute is not resolved by negotiation, the parties will refer it to mediation administered by the Lagos Multi-Door Courthouse in accordance with its rules.

28.4 If the dispute is not resolved within thirty (30) days of the commencement of mediation, it will be referred to and finally resolved by arbitration under the Arbitration and Mediation Act 2023. The seat of arbitration is Lagos, Nigeria; the tribunal comprises a sole arbitrator appointed by agreement of the parties or, failing agreement within fourteen (14) days, by the Lagos Court of Arbitration; and the language of the arbitration is English. The award is final and binding.

28.5 Nothing in this clause prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction.

28.6 Nothing in this clause 28 limits or excludes the application of any mandatory provision of Nigerian law which cannot be derogated from by agreement, or the jurisdiction of the Nigeria Data Protection Commission.

29. General

29.1 Assignment. The Customer may not assign, novate or otherwise transfer its rights or obligations under these Terms without ClientSphere's prior written consent. ClientSphere may assign or novate these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets.

29.2 Subcontracting. ClientSphere may subcontract performance of any of its obligations but remains responsible for the acts and omissions of its subcontractors.

29.3 No partnership or agency. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

29.4 Entire agreement. These Terms, together with Annex 1, the Privacy Policy and any data processing addendum, constitute the entire agreement between the parties in respect of the Services and supersede all prior discussions, representations and understandings. Neither party has relied on any statement not set out in these Terms, save that nothing limits liability for fraudulent misrepresentation.

29.5 Severability. If any provision is held to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.

29.6 Waiver. No failure or delay in exercising any right operates as a waiver of it, and no single or partial exercise prevents any further exercise.

29.7 Third party rights. A person who is not a party to these Terms has no right to enforce any of its terms.

29.8 Language. These Terms are made in the English language, which governs their interpretation.

Annex 1 — Details of Processing

This Annex records the particulars of processing carried out by ClientSphere on the Customer's behalf. It is provided to satisfy the requirement, common to the NDPA, the GAID and comparable data protection regimes, for those particulars to be specified in writing, and populates Annex I to the Standard Contractual Clauses where those clauses are entered into under clause 8.3.