Terms of Service

The terms below have the following meanings throughout this document:

To use the Service, you must create an account and provide accurate, current information. You are responsible for safeguarding your credentials and for all activity that happens under them. Tell us immediately if you suspect any unauthorised access.

You may not share a single account between multiple individuals. Each Authorized User must have their own account. Sharing credentials is a material breach of these Terms and is the single most common cause of data leaks; please don't do it.

We grant you a limited, non-exclusive, non-transferable, revocable right to use the Service, on the condition that you do not:

You retain all rights to your Customer Data. We claim no ownership in it. We process Customer Data solely as your data processor, on your instructions, to deliver the Service.

You are responsible for the lawfulness of the data you submit. You must have the rights and consents required to process the personal data of your own customers, employees, and other third parties whose data you put into the Service. Our Data Processing Addendum (available at ughoron.cloud/legal/dpa) is incorporated into these Terms.

Plan fees are described on ughoron.cloud/pricing. We bill monthly or annually in advance, in the currency you select at signup. Fees are exclusive of taxes; you are responsible for any VAT, WHT, or other taxes that apply to your purchase.

If a payment fails, we will retry it and contact you. If we still cannot collect after 14 calendar days, we may suspend the Service until payment is received. Suspension does not delete your data; it merely pauses access.

You may cancel at any time. Cancellation takes effect at the end of your current billing period. We do not refund pre-paid annual fees except where required by law.

We aim for monthly uptime of 99.9% on Growth and 99.95% on Enterprise plans, measured outside of scheduled maintenance and force majeure. If we miss the target on Enterprise, you may claim a service credit per our SLA (available at ughoron.cloud/legal/sla).

We perform planned maintenance during low-traffic windows in the West Africa timezone and notify customers at least 48 hours in advance. Critical security patches may be deployed without notice; we will inform you within 24 hours after the fact.

Ughoron Cloud, all underlying software, designs, and trademarks remain the property of Ughoron Group Limited and its licensors. These Terms do not grant you any rights in our intellectual property beyond the right to use the Service.

Feedback you give us about the Service may be used by us without restriction or compensation. We thank you in advance for it.

Each party will protect the other's confidential information using the same care it uses for its own, and at minimum reasonable care. Customer Data, our pricing, and our roadmap are confidential. Confidential information may be disclosed only to personnel and advisers who need to know it, and who are bound by confidentiality obligations at least as strict as these.

We warrant that the Service will perform materially in line with our published documentation. We do not warrant that it will be uninterrupted or error-free, or that every defect will be fixable within a specific time.

Except as expressly stated in these Terms, the Service is provided "as is", and we disclaim all implied warranties — including merchantability, fitness for a particular purpose, and non-infringement — to the maximum extent permitted by law.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of revenue, profits, goodwill, or data. This limitation applies regardless of the legal theory of the claim.

Our total aggregate liability under these Terms, in any 12-month period, will not exceed the fees paid by the Customer to us during that period. These limitations do not apply to a party's indemnification obligations or to liability that cannot be limited by law (for example, gross negligence or willful misconduct).

We will defend you against any third-party claim that the Service infringes that party's intellectual property rights, and we will pay any damages a court awards (or that we agree to in settlement) for such claim. You must notify us promptly and let us control the defence.

You will defend us against any third-party claim arising from your Customer Data or your use of the Service in violation of these Terms, and you will pay any damages awarded against us in such a claim.

Either party may terminate this agreement at the end of the then-current billing period by giving written notice. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure within 30 days of being notified of the breach.

On termination, your access to the Service ends. We retain your Customer Data in a recoverable state for 90 days after termination, during which you may export it; after that, we delete it (subject to legal retention obligations described in our Privacy Policy).

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws principles. Disputes will be resolved by binding arbitration in Lagos under the Arbitration and Conciliation Act, in English, by a single arbitrator agreed by the parties.

Customers based outside Nigeria may elect the laws of England and Wales and arbitration in London under the LCIA Rules at signup; please contact legal@ughoron.cloud.

These Terms are the entire agreement between you and us about the Service. They supersede any prior agreements or representations. If any part of these Terms is found unenforceable, the rest remain in effect. We may not assign these Terms without your consent, except to a successor entity in a merger or sale.

We may update these Terms from time to time. If we make material changes, we will notify you in-product and by email at least 30 days before they take effect. Continued use of the Service after that date counts as acceptance.