Introduction
Definitions and Interpretations
- “Company”, “we,” “us,” or “our” “Automagic” means Automagic Nigeria Limited., and its subsidiaries and affiliates including any person or legal entity to whom the rights and/or obligations of Automagic have been assigned to.
- “Content” means the Services and any content, materials, graphics, audiovisual files, processes and code, features, functionality and products available on our Site
- “Device” means any electronic device connected to the internet which a person (natural or legal) uses to access our Site. It could be a phone, tablet, computer, or any other device capable of connecting to the internet and accessing our Services.
- “Personal information” means any information that belongs to any identifiable living person. Such information including but not limited to name, telephone numbers, address, email address, National Identification Number of individuals which makes them easily identifiable.
- “Services” means the products and services offered by Automagic Nigeria Limited via the Site which includes: talent outsourcing, product consultation, software development services and building MVPs for Clients.
- “User” or “You” or “Your” means any person including entities that access our Site. This includes both current and past registered users and any and all other persons that in one way or the other interact with our Services.
Acceptance of the Terms
If you do not agree to these terms, please do not access or use the Site and/or any of our Services
The Site
- The Site provides comprehensive information regarding our Products and Services, and may include any other content related thereto such as contact information, videos, text, logos, button icons, images, data compilations, links, other specialised content, technical data, documentation, know-how, specifications materials, designs, data, the "look and feel" of the Site, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site (collectively, the “Content”).
- All rights in and to the Content available on the Site are reserved to Automagic Nigeria Limited to the extent legally permissible. The Content and its basis is available therein on the Site. We will not be liable for any damages or loss, incurred by you or any other person as a result of or in connection with your use of the Site and/or services and/or the content available therein. Your use of the Site and/or the Content and/or the Services is entirely at your own risk.
Our Services
Bookings and Consultations
- In order to access our Services through the Site, you must book an appointment with us. You will be required to fill a form providing us with your personal information and the Service you would like us to provide you with.
- Once your appointment has been accepted by us, we will schedule a 30 minute zoom call consultation with you. During the consultation we will be advising you on the appropriate package to subscribe to amongst other things.
Payment
- User(s) will be required to subscribe to a desired package on the Site. User(s) shall pay the Company with such fees detailed based on their usage. The payment for the fees shall be made through credit card or any other payment methods we may provide you with. We may add or change payment methods at our sole discretion. If charges are processed in a currency which is not the same currency as published, the conversion rate of the first invoice will be defined as the minimum conversion rate of the first invoice will be defined as the minimum conversion rate of all future invoices,
- Our Services are billed automatically on a monthly recurring basis. If you were approved for a free trial or any promotional offers, you are hereby notified that upon expiration date of such trial or promotion your services will be deemed chargeable unless you terminate all active servers or services from your account from time to time due to
- Change of prices which are unrelated to Automagic, such as, change in tax rates, electricity rates, third parties' licensing rates and/or otherwise, and/or
- Any reason at Automagic sole discretion, Automagic expressly reserves the right to change and modify its prices and fees at any time, and such changes or modifications shall be posted to User contact details and effective immediately without need for further notice to the User. To remove any doubt, in the event that the User has purchased or obtained our Services for a long term, such as a period of months or years, changes or modifications in prices and fees shall be effective immediately upon Automagic decision of such changes.
- In the event that a separately negotiated agreement by both parties (you and us), and confirmed by separate written agreement, the initial and recurring fees for the Services selected by you shall be as provided in the initial on-line order form. All set-up fees and special programming fees are non-refundable. Fees for Services are payable in advance. Failure to make payment of fees for Services when due may result in the suspension or termination of our Services to you.
- User(s) shall also pay to the Company all expenses incurred by User in exercising any of its rights under the Terms or applicable law with respect to the collection of a payment default, including attorneys' fees, court costs and collection agency fees.
- All prices and fees are non-refundable unless otherwise expressly noted, even if the our Services are suspended or terminated prior to the end of the Service term.
- Notwithstanding anything contrary, failure to pay any of the User's fees is a material breach by the User of these Terms. For the avoidance of any doubt, we will not provide the User with our Services until the full and final payment of any unsettled or unpaid fees is made.
Privacy Policy
Intellectual Property Rights
- The Site, our Services, the Content and the Company's proprietary assets and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, and trade secrets, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable Copyright Laws and other Intellectual Property Rights laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors.
- The Terms do not convey to you an interest in or to the Company Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law.
Links to Third Party Sites
Grant of License and User Restrictions
- In consideration of you agreeing to abide by these Terms, we grant you a non-transferable, non-exclusive licence to use and access our Services on your mobile and other electronic devices. Unless otherwise stated, we own the intellectual property rights published on the Site. Subject to the licence granted to you above, we reserve all intellectual property rights to our Site.
- You may view, download for caching purposes only, and print pages, files or other content from the Site for your own personal use, subject to the restrictions set out in these Terms and Use.
- You agree not to disassemble, decompile, reverse-engineer, or create derivative works based on the whole or any part of our services or attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving interoperability of our services with another software program, and provided that:
- The information obtained by you during such activities is not disclosed or communicated to any third party without our prior written consent; and is not used to create any software that is substantially similar to our Services.
- You seek our consent to use any of our Intellectual Property and agree to include our Copyright notice and all other relevant Intellectual Property notice on all entire and partial copies you make of our Site on any medium; and
- You undertake not to provide or otherwise make available our Services, in whole or in part (including object and source code), in any form to any person without prior written consent from us;
- You further agree to the following:
- Not to republish material from our website in neither print nor digital media or documents (including republication on another Site);
- Not to sell, rent or sub-license material from our Site;
- Not to show any material from the Site in public;
- Not to reproduce, duplicate, copy or otherwise exploit material on this Site for a commercial purpose;
- Not to redistribute material from this Site - except for content specifically and expressly made available for redistribution; or
- Not to republish or reproduce any part of this Site through screenshots.
- Not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses our Site in a manner that sends more request messages to the our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, We grant the operators of public search engines permission to use spiders to copy materials from our website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions either generally or in specific cases.
- Not to collect or harvest any personally identifiable information from our website, nor to use the communication systems provided by the Site for any commercial solicitation purposes.
- Not to solicit, for commercial purposes, any users of our Site with respect to their user contents and submissions
- Not to impersonate any person or organization.
- Not to harass any other User.
- Not to use our services for any illegal purpose.
Personal Information
- As a User, accessing our Services, we may require you to provide any or all the following: your full name, date of birth, current residential address, email address, bank details for payment processing and any other information or document as we may require for our internal risk assessment.
- You warrant that all information provided by you to us are true, correct, and accurate. You also undertake to notify us of any changes to the information or documentation which you have provided.
- You agree and authorise Automagic to verify information provided by you against the information held by any third party (including official databases) such as Payment System Providers or any other data verification organisation available to us.
- The information that we may verify against the information which you have provided to us include (without limitation): your name, phone number, date of birth, address, age, Identification Number (“ID”) or any other information that will enable us to identify you.
- You hereby agree and authorise us to collect and verify information including, but not limited to, data relating to your phone (including, without limitation, your phone’s history) from your mobile device, from any SMS sent to you or by you, from any 3rd party applications, and such other information as We shall require for purposes of providing you with our Services (“Relevant Information”).
- You hereby consent to us verifying your Personal Information and the Relevant Information and using the Personal Information and the Relevant Information to the full legal extent necessary for the provision of our Services.
- You agree to indemnify and to not hold us liable with respect to any claims, losses, liabilities and expenses (including legal fees and expenses) that may arise as a result of the disclosure and reliance on such Personal Information and/or relevant information
- We reserve the right to request for further information from you pertaining to your use of our Services at any time. Failure to provide such information within the time required by us may prevent us from providing you with required Services.
Condition of Use
- To access our Services, you must book an appointment with us on our Site and sign up by registering your details therein. As part of the booking process, you will need to accept these Terms and our Privacy Policy, and you must have legal capacity to accept same. If you wish to access additional services, you may be asked to accept additional Terms of Conditions.
- If you are an individual, you must be aged 18 years or older to use our Services. We may require at any time that you provide evidence of your age. By using our Site and services, you represent and warrant to us that you are 18 years or older and your use of our website and service does not violate any laws or regulations applicable to you. You shall indemnify us against any losses we incur in connection with your breach of these Terms.
- You must provide all information as may be requested by us, such as your name, telephone number, residential address, email address, business details and such other information as we may request from time to time (collectively, “User Submissions”).
- You agree to promptly notify us of changes to your user submissions by updating your profile on our Site and to notify us of same within a reasonable time.
- You hereby consent to us verifying your user submissions and and using the Information to the full legal extent necessary for the provision of our Services to you.
- The Services and contents on our Site, including and without limitation to, the text, software, scripts, graphics, files, documents, images, photos, sounds, music, pictures, messages, interactive features, the design of and “look and feel,” etc including trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to us, subject to Copyright and other Intellectual Property Rights Laws.
- Contents on our Site are provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Automagic. We reserve all rights not expressly granted in and to our website and the contents contained therein.
Acceptable Use
- Our Site must not be used in any way that causes, or may cause damage to the Site or impairment of the availability or accessibility of our website or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity
- Our Site must not be used to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan, or other malicious computer software. You must not conduct any systematic or automated data collection activities on or in relation to this website without our express written consent. E.g. scraping, data mining, data extraction, data harvesting, screenshots.
- Our Site or any part thereof must not be used to transmit or send unsolicited commercial communications, nor must it be used for any purposes related to marketing without the express written consent of Automagic
Restricted Access
- Access to certain areas of our Site is restricted. We reserve the right to restrict access to certain areas of our Site, or at our discretion, the entire Site.
- We may change or modify this Terms without notice. If we provide you with a user ID and password to enable you to access restricted areas of the Site or other content or services, you must ensure that the user ID and password are kept confidential. You alone are responsible for your password and user ID security. We may disable your user ID and password at its sole discretion without notice to you.
Reasonableness
By using this Site, you agree that the exclusions and limitations of liability set out in this Site disclaimer are reasonable. If you do not think they are reasonable, you must not use this Site.
Limitation of Liability
You accept that, as a limited liability entity, Automagic has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against the Company’s officers or employees in respect of any losses you suffer in connection with the Site. Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this Site disclaimer will protect the Company’s officers, employees, agents, subsidiaries, affiliates, successors, assigns and sub-contractors.
Unenforceable Provision
If any provision of this site disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this Site disclaimer.
Breach of Terms of Use
Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, We may take such action(s) it deems appropriate to deal with the breach, including suspending your access to the site, prohibiting you from accessing the site, blocking computers using your IP address from accessing the website, contacting your Internet service provider to request that they block your access to the website and/or bringing legal proceedings against you.
Notices
You agree that we may communicate with you in relation to these Terms via email, text message, voice or other communication channels
Special Provisions relating to Third Party Components
Our Site may use or include third party software, files and components that are subject to open source and third party licence terms (“Third-Party Components“). Your right to use such third-Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and licence terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third-Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Site and/or the Products and Services and all liability related thereto. You acknowledge that Automagic is not the author, owner or licensor of any Third-Party Components, and that Automagic makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third-Party.
Our Services Availability
Our Site’s contents, availability and functionality depend on various factors, and such are subject to our Terms of Use and as such may be changed or modified by us from time to time. Convoy does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorised access or error-free.
Disclaimer of Warranties
- Subject to these terms and conditions, we do not;
- Warrant that the use and operation of the Site and/or the account and/or the product and services is or will be secure, timely, accurate, complete, uninterrupted, without errors, or free of viruses, defects, worms, other harmful components or other program limitation
- Warrant that Automagic will correct any errors or defects in the Site and/or services
- Make any representation regarding the use, inability to use or operate, or the results of the use of the site and/or the account and/or the products and services and/or content available thereon or through the site and/or account and/or products and services. Automagic and Automagic representatives disclaim all warranties and conditions with regard to the use of the site and/or the account and/or the Services, including but not limited to the availability, reliability or the quality of the Site and/or the account and/or the products and services, and are not and shall not be responsible for any error, fault or mistake related to any content and information displayed within the Site
- We are not responsible and have no liability for any item or service provided by any entity other than Automagic
- We are not responsible for any consequences to you or others that may result from technical problems (including without limitation in connection with the internet such as slow connections, traffic congestion, overload of servers, delays or interruptions) or any telecommunications or internet providers.
- You agree that use of the site and/or the account and/or the products and services is entirely at your own risk.
Limitation of Liability
- To the maximum extent legally permissible, in no event shall we, including our representative be liable for;
- Any direct, indirect, incidental, special or consequential damages, or for any loss of profits or loss of revenue resulting from the use of our Services by the User or any third parties or any failure of our Services; or
- Any loss of data or corruption of data, including loss of data resulting from delays, non deliveries, misdeliveries, service interruptions, failure of us, reclamation of servers by us, failure of servers, the reloading of an operating system or other software on a server or the negligence of any User.
- The User is solely responsible for safeguarding, backing up and archiving all data owned, controlled or transmitted by the User that resides with Automagic or on any server owned or operated by us.
- Our Services are provided “as is,” without warranty of any kind, whether express or implied and disclaims all implied warranties, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
- Users shall be solely responsible for the selection, use and suitability of the services for the User's needs and we shall have no liability therefore
- No claim may be asserted by User against Automagic more than 2(two) years following the date of the event that such claim was made
- User acknowledges and agrees that the receipt of a service credit constitutes User's sole and exclusive remedy, and notwithstanding anything contrary contained herein, Convoy shall neither compensate the User nor become liable to the User in any case of which, including, without limitation to;
- Insufficient hard disk space on the serves;
- Firewall malfunctions; and
- Denial-of-service attack (dos attack) or distributed denial-of-service attack (ddos attack).
- You will not waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect or incidental damages from us and from Automagic representatives.
Backup Assurance Policy
- Any backups to User's data are not, and cannot be, guaranteed by Automagic explicitly encouraging the User(s) to run, on their own or by third parties which are not Automagic, periodic backups of their data. To remove any doubt, as a User you are responsible for backing up your data on your own or any other off-site location.
- We assume no responsibility for failed backups, lost data, or data integrity. If any of your data is damaged, deleted, lost or corrupted in any way, or becomes otherwise unavailable due to termination or suspension of your account pursuant to these Terms, Automagic will have no obligation or liability to you.
Indemnification
- You agree to defend, indemnify and hold harmless Automagic and Automagic representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from:
- Your use, misuse of, inability to use and/or activities in connection with the Site and/or the account and Services and/or Content;
- Your violation of any of these Terms or any applicable law;
- Your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party with respect to your use of our Services; and
- Any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Site It is hereby agreed that this defence and indemnification obligation will survive these Terms.
- Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
Entire Agreement
These terms of Use, together with our Privacy Policy; constitute the entire agreement between you and us in relation to your use of our Site, and supersede all previous agreements in respect of your use of our Site.
Assignment
We may transfer, sub-contract or otherwise deal with its rights and/or obligations under these terms and conditions without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.
Law and Jurisdiction
These terms of use will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
Dispute Resolution
- In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof, either of the parties shall approach a competent court of jurisdiction within the Federal Republic of Nigeria.
- The language to be used in the court shall be English Language.
- The parties agree that all correspondence relating to these Terms shall be written in the English language.
- The cost of court proceeding shall be covered individually by each of the Parties
Modification and Amendments
- The Company may, at its sole discretion, modify or amend these Terms from time to time, including any other policies incorporated thereto, including, without limitation, the Privacy Policy, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect 48 hours after such notice was provided on our Site and/or sent via e-mail, whichever is earlier. Otherwise, all other Changes to these Terms are effective as of the stated “Last Revised” and your continued use of the Site and/or our Services on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that these Terms, and/or Privacy Policy should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
- No amendment thereof will be binding unless in writing and signed by Automagic
Termination or Suspension of Your Account
- These Terms shall remain in effect until terminated as set forth herein. The term detailed in either of the Order Form and/or the sign-up and registration page within the Site (the "Term") is deemed to have commenced as of the date of User's registration, and shall terminate upon a 30 days prior written notice by either party (the "Notice Period"). User agrees and confirms that notwithstanding the above, termination by User is not applicable during a monthly billing cycle but rather such termination by the User shall come into effect by the end of the applicable monthly billing cycle.
- Notwithstanding the above, Automagic shall have the right, at its sole and absolute discretion, to immediately terminate the Products and Services and/or any engagement with the User upon any breach of the User of these Terms.
- For the avoidance of any doubt, in case of termination of your use of our Services pursuant to this Clause for any reason, the you shall;
- Bear the sole and entire responsibility for the transfer of all of your data from Automagic to a new entity as instructed by the you; and
- Immediately pay to Automagic any all unpaid fees.
- Without limiting the generality of the forgoing, the Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of these Terms.
- Additionally, we may at any time, at our sole and absolute discretion, cease the operation of our Services or any part thereof, temporarily or permanently. You agree and acknowledge that Automagic does not assume any responsibility with respect to, or in connection with the termination of the Site's and/or account's and/or our Services' operation and loss of any data.
- We may provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access our Services. In the event that we will determine, in our sole discretion, that the reason for suspension of access to our Services has been resolved, we will restore access to our Services.
- You will not waive any right to, seek to recover any other damages, including consequential, lost profits, special, indirect or incidental damages from us and from Automagic representatives.
Non-Waiver and Severability
- No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof,
- If any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein,
General
These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto