PLEASE READ THESE TERMS CAREFULLY. BY SIGNING UP ON THE PORTAL OR APP, OR BY USING THE PORTAL OR APP, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PORTAL, APP, AND/OR THE SERVICES.

By checking the terms box, you confirm your understanding and acceptance of these terms, or by using the application services in any manner, you acknowledge that you have read, understood, and agreed to be bound by these terms and the related agreements where applicable. 

All the terms in our Terms and Conditions, our Privacy Policy and any other policy or document provided on and through acilect’s Portal and services constitute an Agreement between you and Acilect Ltd. For our platform and its usage, this Agreement shall be constituted as an End User License Agreement (“EULA”). These Terms apply to all users of the Platform (as defined below), including without limitation registered users, users who are browsers, vendors, customers, service providers, service recipients, and/or contributors of content (“you, your, or users”). If you do not agree with all of these Terms, then you are prohibited from using the Platform and you must discontinue use immediately. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

Acilect is an online Portal that provides tailored solutions and engagement channels via multiple applications to support individuals and organizations to manage their operations and needs. The following terms and conditions ("Terms") govern your access and use of all information, content, and functionality available on the platform web and/or mobile application, (together the “Portal”). This Portal is owned and operated by Acilect Ltd of 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ (referred to as “Acilect”, “we”, “us” or “our” in these Terms).

All headings in our terms are for convenience only and shall not affect its interpretation. The following terms will have the following meaning:

• “Agreement”: shall mean the user’s consent in compliance with these Terms and Conditions, Privacy Policy and any other rule on our website. 
• “Contents”: The data works, and other materials added by the Users (video, photo, picture, drawing, text, etc.). The Contents include any personal data processed by the Client and/or the User(s) on the Platform.
• “Privacy Policy”: A policy that explains how we process the personal data of Users
• “EEA”: European Economic Area. Please read our Privacy Policy for more details.
• “FORCE MAJEURE”: means an event that is beyond one’s control.
• “GDPR”: “General Data Protection Regulations” as described in our Privacy Policy.
• “User”: means any person or organization who is registered on our platform or non-registered user(s) browsing the platform.
• “Subscription”: means the charges or fees for using the portal.
• “Application”: Our offered solution via the portal having single or multiple functions.
• “Package”: A single or bundled application offered on the platform to registered users.
• “Platform”: means our online technology portal or medium through which we offer our solutions. And the Information System as a whole, in both the web and mobile application.
• Portal: means our online technology or medium through which we offer our solutions. And the Information System as a whole, in both the web and mobile application.
• Enterprise Package: A single or bundled application offered on the platform to registered users.
• “Solution”: The application and Information System as a whole, in both the web and mobile application.
• “Features”: Individual component within an application having a specific function.
• Service: Any service(s) provided or received between users on the platform and attainable through our application.
• Product: Any product(s) provided or received between users on the platform and attainable through our application.
• “Party”: is either the recipient or provider of service, depending on the context. (Collectively will be referred to as Parties).
• “Clients”: Any registered user who will be availing the services by “Service Provider”.
• “Service Provider”: User who is offering service(s) through the portal.
• “Service Recipient”: User who receive services(s) through the Portal. 
• “DPO”: DPO means Data Protection Officer. 
• “NDPR”: Nigerian Data Protection Regulation, A regulation issued by the National Information Technology Development Agency (NITDA). 
• “Nigerian Data Protection Act 2023”: Legislation that outlines the rights of data subjects and the obligations of data controllers and processors concerning the processing of personal data in Nigeria. 

The Portal is designed to provide a variety of solutions also referred to as applications or packages for individual users, businesses, and organizations. These applications are available on the platform to facilitate engagement between users who need a service or product and business or organization that provides such services to help manage their business (“Businesses”), their clients and related parties (“Clients”), and the Clients’ various other vendors (“Vendors”).

We may connect Clients to Businesses and/or Vendors for the purpose of purchasing goods and/or services. Businesses may use the Platform to manage their clients' demands and interests. Individual users may use the platform for their personal needs and engage with various Businesses, Vendors and organizations. Organizations and Businesses may use the Platform to promote and provide their goods and services to their target clients.

It is the responsibility of the Users to ensure that the Platform functions in accordance with their needs and the requirements arising from applicable laws.

In order to utilize the full functionality of the Platform, users (individual, business, or organization) must create an account and, in certain instances use Additional Devices.

The Platform may only be used to the extent of and for the purposes of and aims for which the Platform functionality has been created and made available to Users, or for which the same type of technological solutions is usually used. The use shall be in accordance with the Terms of Use, the guidance, and instructions available in the Platform’s support environment, as well as good practice and the legal acts.

6.1 Age Requirement

You must at least 18 years old in order to use the platform. If you are a resident of a country where the legal minimum age may be older or lesser; in that case, you are responsible for complying with your country's laws. If you are under that the minimum age limit, you do not have permission to use our portal.

6.2 Not Barred by Law

You must otherwise not be barred by law from using mobiles, computers, the internet, or otherwise our software for whatever reasons. This specifically includes the people who have been convicted by the court of law for the illegal use of computers.

6.3 Devices and Requirements of Use

The user must have an internet connection to use the platform and access the functionality and remains solely responsible for the availability, reliability and security of their Internet connection. The user confirms that they have the knowledge needed to ensure the proper administration of applications offered on the platform. The user also agrees to familiarize themselves with the documentation provided.

Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided on www.acilect.com/privacy and it is important that you read that information. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Portal may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

7.1 Data Protection Compliance

Acilect prioritizes the protection and privacy of your personal data. We are fully compliant with the Nigerian Data Protection Regulation (NDPR) and the Nigerian Data Protection Act 2023. Acilect is committed to comply to all relevant data protection laws and regulations. We have implemented robust data protection measures to ensure the security and confidentiality of your personal information.

7.2 Appointment of Data Protection Officer (DPO)

In accordance with the NDPR Implementation Framework, Acilect has appointed a dedicated Data Protection Officer (DPO). Our DPO possesses professional expertise in Nigerian data protection laws and practices, and is responsible for monitoring compliance with the NDPR, informing and advising the organization on its obligations, and liaising with regulatory authorities.

7.3 Organizational Commitment

Acilect ensures that the DPO has the necessary access, support, and budget to effectively perform their role. We are committed to maintaining a high standard of data protection and privacy for all our users and stakeholders.

The Platform and all rights (including any intellectual property rights) therein are and shall remain Acilect’s property and/or the property of our licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the platform except for the limited license granted; or (ii) to use or reference in any manner the company names, logos, product and service names, trademarks or services marks or those of our licensors.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) access and use the Portal on your personal device solely in connection with your use of the platform; and (ii) access and use any content, information and related materials that may be made available through the platform, in each case solely for your personal, internal business use. Any rights not expressly granted herein are reserved by us and our licensors.

9.1 License Restrictions

You agree that you will:

• not rent, lease, sub-license, loan, provide, or otherwise make available, the Portal in any form, in whole or in part to any person without our prior written consent;
• not copy the Portal, except as part of the normal use of the Portal or where it is necessary for back-up or operational security;
• not translate, merge, adapt, vary, alter or modify, the whole or any part of the Portal nor permit the Portal any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Portal on devices as permitted in these Terms;
• not disassemble, decompile, reverse engineer or create derivative works based on the whole or any part of the Portal nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Portal to obtain the information necessary to create an independent program that can be operated with the Portal or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:
• not disclose or communicate without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
• not use to create any software that is substantially similar in its expression to the Portal;
• keep it secure;
• make sure that it is used only for the Permitted Objective; and
• make sure that it complies with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Portal.

10.1 You Must:

• not use the Portal in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Portal or any operating system;
• not infringe our intellectual property rights or those of any third party in relation to your use of the Portal, including by the submission of any material (to the extent that such use is not licensed by these terms);
• not transmit any material that is defamatory, offensive, pornographic, indecent or otherwise objectionable in relation to your use of the Portal;
• not use the Portal in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
• not trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• not harass, annoy, intimidate, or threaten any of our employees, agents, or other users.
• not misrepresent experience, skills, or information about a user;
• not exchange rude, abusive, improper language, or violent messages while interacting.
• not falsely imply a relationship with us or another company with whom you do not have a relationship;
• not use automated scripting tools or software and not conduct any systematic or automated data collection activities on or in relation to the Portal without our express written consent. This includes and not limited to scraping, data mining, data extraction, data harvesting;

10.2 Our Authorization

We reserve the right at all times to edit, refuse to post, or to remove from the Portal any information or materials which we consider breaches or is likely to breach these Terms, or which is or may be otherwise illegal or objectionable, and to disclose any information we deem appropriate to satisfy any applicable law, regulation, legal process, police request or governmental request.

Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

11.1 Content and the use of Content by us in any manner licensed or otherwise authorized by you must not:

• be libelous or maliciously false;
• be obscene or indecent;
• infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
• infringe any right of confidence, right of privacy or right under data protection legislation;
• constitute negligent advice or contain any negligent statement;
• constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity];
• be in contempt of any court, or in breach of any court order;
• constitute a breach of racial or religious hatred or discrimination legislation;
• be blasphemous;
• constitute a breach of official secrets legislation; or
• constitute a breach of any contractual obligation owed to any person.

11.2 Regulated Businesses Practices

• You must not use the platform for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions, or any gambling-related activity.
• You must not use the platform for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
• You must not use the platform for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

The platform has 3 types of profiles for unique purpose, and users, businesses, or organizations need to sign up to the profile that meets their needs.

12.a.     Personal Account: For individuals who want a clear, multifaceted platform to manage lifestyle needs, desired activities, and personal requests.

12.b.     Business-Solo Account: Used by employees or vendors of an organization to manage their workflow and operations.

12.c.     Business-Plus Account: Account for businesses and organizations to manage their workflow and operational activities to facilitate the most effective results.

You will need to sign up and create an account to avail the functionalities of the platform. You can also register by sharing your personal data (as defined in the Privacy Policy) to access the platform through the use of your social media accounts like Facebook and Gmail. All your information will be kept with us and can be shared with our business affiliates and partners who shall assist us in providing you with the relevant Services. Your personal data shall be processed as per our Privacy Policy.

By use of this Platform, you are responsible for maintaining the confidentiality of your account including your password, including but not limited to activities that occur under your username and password. You agree to provide truthful, accurate, and complete information and that it relates to you in all interactions on the portal. Except for the username, your account information can be updated at any time but must remain truthful, accurate, and complete. You are solely responsible for all data, information and other content that you upload, post, or otherwise provide or store in connection with or relating to the platform and its use.

Furthermore, you agree to accept responsibility for any and all activities or actions that occur through your account and/or password, whether your password is with our Service or a third-party service. If your password or account is compromised, you must immediately change your password and must notify us if you suspect or become aware of any breach of security or unauthorized use of your account.

No person other than yourself has the right to access your account. You agree and acknowledge that you will not allow any other person to access and use your account and that you will not share your login credentials (i.e., your username and password) with any other person. You agree that you shall take all steps necessary to protect your login details and keep them secret.

If you fail to keep your login details confidential, whether deliberately or unintentionally you hereby acknowledge that:

• you accept full responsibility for the consequences; and
• we will not be responsible to you for any loss that you suffer as a result of unauthorized access to your account.

You further acknowledge that you will not create an account name or user name that is similar to any existing package’s name or planned package’s name offered on the platform. In case if you do create any such account name that is similar to that of the package’s name, we reserve the right to remove any of such account name.

There is no fee for using the platform and its applications unless notified to you otherwise, for example, to utilize a certain package or functionality within the Portal, in which case you will be notified of the price and payment terms prior to being permitted to use such functions.

As an employee or vendor of an organization that is already an active Business-Plus Account member, there is no additional charge for you to utilize the business-solo account.

The Business-plus Account can opt for either a monthly or annual subscription to the desired Package. The Subscription Fee for the Subscription Period is payable in advance and is non-refundable in all circumstances. The initial duration starts on the day that the Subscription is paid. At the end of the subscription duration, the account will require to manually renew to keep enjoying the services.  Subscriptions made three days and above before the expiry period are not valid for expiry date extension, while subscriptions made on or two days before expiry will be valid for expiry date extension. This has been designed to allow easy upgrade of an additional number of users before the end of the expiry date. In order to ensure that your account features are not interrupted we advise the subscription to be renewed two days before expiry.

An invoice is automatically issued for a successful subscription. History and details of the subscription can be viewed from the subscription history menu. The details of subscription made available in the subscription history menu Interface shall remain available for a period of twelve (12) months following the date made available.

The subscription fees are those in effect at the time of payment. We reserve the right to change prices at any time. Price changes are immediately applicable to any new subscription.

The type of currency depends on the native currency of the person who is requesting the service and, in some cases, depends on the service provider. As a recipient or service provider, it would be your responsibility to check all the currency conversion fees and charges.

You acknowledge that we may establish general practices and limits concerning the use of the Platform, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Product you use. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

Our mobile application will also be subject to additional terms and policies set by the relevant app store (such and Google Play Store or Apple Store). All users should make sure to check out the policies and rules of such other relevant app stores.

The App will make use of location data sent from your devices to utilize certain functionality of the Platform. You can turn off this functionality at any time by turning off the location services settings for the App on the device however this may mean that certain features of your package may not work or work correctly. If you use this function, you consent to us and our affiliates and licensees’ transmission, collection, retention, maintenance, processing and use of your location data and queries to provide and improve location-based packages.

THE PLATFORM FACILITATES ENGAGEMENT FOR SERVICES AND PRODUCTS VIA MULTIPLE APPLICATION PACKAGES ON THE PLATFORM. THESE SERVICES OR PRODUCTS VIA THE PLATFORM PACKAGES ARE PROVIDED BY EXTERNAL SERVICE PROVIDERS USING THE ‘BUSINESS-SOLO ACCOUNT’ OR ‘BUSINESS-PLUS ACCOUNT’ AND NOT BY US, AND WE HAVE NO INVOLVEMENT WHETHER YOU ARE THE RECIPIENT OF SUCH SERVICES OR THE PROVIDER, INCLUDING FAILURE TO PROVIDE THE SERVICES.

As a personal account if you reach an agreement for Services, at this point a contract will come into existence between you and the Service Provider. The price for the Services is to be agreed between both parties, and the Service Recipient is responsible for paying any fees directly to Service Provider.

As a personal account when you add a package requiring a service provider. Your selected provider becomes your service provider for such a service or product. And where you have registered with a service provider they serve as Admin for further terms or rules imposed by them to serve your interest.

As a Business-Solo and Business-Plus account you warrant that you will provide the Services with reasonable skill and care and should maintain appropriate insurance.

You may communicate with the Service Provider via the Portal using the engagement channels and chat function where applicable. You should only use this function on matters relevant to the engagements and should not use this to harass or threaten. Note that any contact details you provide will be visible on the Portal which a Service Provider may choose to use to contact you. You are responsible for paying any invoice submitted by the Service Provider in respect of the Services.

Business-Solo and Business-Plus Accounts are independent service providers from our Portal and are responsible for providing the Services, they are not our employees nor workers. We have no involvement in the provision of the Services unless stated otherwise.

Anyone can list their details on the Portal and can do so without providing evidence of their ability. We take certain steps to verify the identity of Service Providers but we do not vet or verify any Service Providers and we rely on information provided by Service Providers and we cannot be held responsible for Services provided. We also do not endorse or recommend any Service Provider. It is your responsibility to screen prospective Service Providers to make sure their skills, experience and offerings meet your needs. Once you have reached an agreement with a Service Provider for Services, at this point a contract will come into existence between you and the Service Provider. Any terms imposed by the Service Provider will apply in addition to these Terms.

Once an agreement has been reached for the Services between both parties, if you wish to make any changes to or cancel the Services, please contact the Service Provider.

For all account(s) registered on the platform as ‘Business-Solo’ or ‘Business-Plus’ account, the relationship of you to us will be that of an independent user and nothing in the Terms shall render you an employee, worker, agent or partner to us and you shall not hold yourself out as such.

Accordingly, you shall be fully responsible for and shall indemnify us for and in respect of:

• any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. You shall further indemnify us against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by us in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and
• any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by you against us arising out of or in connection with the provision of the Services, except where such claim is as a result of our act or omission.

Some specific packages for service engagement use rating and feedback. Once the Services have been completed, you will be asked to rate and leave a review of the Service Provider which will be visible to future prospective Service Recipients and the Service Provider. Service Providers may also leave feedback about you. We are not liable for any feedback left via the Platform.

If you have any issues with any of the users of personal, business-solo or business-plus accounts, you should resolve the issue directly by talking with each other. You should also notify us of the concern.

From time to time, we may automatically update the Portal to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt-out of automatic updates you may not be able to continue using the App.

We reserve the right at our complete discretion to remove you from the Portal and you shall not be permitted to view the Register. Users can be removed from the Portal for breaking any rule, or for example, in the event that we become aware that any Customer is a competitor, we may, with immediate effect, terminate these Terms in respect of that particular Customer.

If you want to learn more about the Platform or have any problems using it, please take a look at our support resources at www.acilect.com/help and www.acilect.com/faq.

Contact us (including with complaints). If you think the Portal is faulty or misdescribed or wish to contact us for any other reason please contact our customer service team via www.acilect.com/contact.

How we will communicate with you. If we have to contact you, we will do so using the contact details you have provided to us.

The Portal facilitates the requesting of jobs by end customers (“Job”) and booking of the Job to provide services to those end customers (Services), as well as allowing communication between the parties. Unless indicated otherwise, unless agreed otherwise, Services are provided by external service providers (Service Provider), not by us, to consumers (Service Recipients).

 The acilect service market place constitute the provision of an online Portal that enables you, as a user of acilect’s Portal to (a) arrange and schedule your desired services (“Services”) with independent third-party providers of those Services on acilect (“Service Providers”); (b) facilitate payments to Service Providers for the Services (c) list Services or offers relating to any Service in a relevant category and provide such Services to end-customers (“Service Recipients”) (d) receive payments for those Services from Service Recipients.

As a Personal Account user, you have this package by default on your portfolio and can start searching or engaging with a service provider once you have a Personal account. The Services are made available solely for your personal, internal business use, unless we have agreed with you otherwise in a separate agreement. You acknowledge that we do not provide those services and that all such services are provided by independent third-party users who are not employed by us or any of its affiliates. Third-Party Providers are responsible for the services they provide to you.

There are two methods of requesting or providing Services through the Portal:

31.1a Instant Demand.

This is intended to cover emergency services, such as if a Service Recipient has a water leak. The Portal will allow the Service Recipient to post a Job and show any Service Providers who have relevant services listed within their Parameters, are nearest to the Service Recipient’s location, and are marked as available. The Service Provider will then be given the opportunity to accept or reject the Job and an update will be sent to the Service Recipient. Service Recipients can then accept or reject the Service Provider.

31.1b Bidder

This covers scheduled work. The Portal will allow Service Recipients to post a Job and select whether to make the Job available to either all or only local Service Providers or select a specific Service Provider. Service Providers can submit a bid for the Job (Bid) which will be sent to the Service Recipient. Service Recipients can then accept or reject the Bid.

31.2a POSTING JOBS AS A PERSONAL ACCOUNT

All Jobs posted to the Portal must: -

• be accurate, including correct address details;
• be genuine requests for Services;
• contain sufficient detail to allow the Service Provider to provide the Services.

Note: By posting a Job on the Portal you grant us the right to share the details of the job, which may include images but will not include your personal data, for marketing purposes including on flyers and social media.

31.2b. RECEIVING JOBS BY BUSINESS ACCOUNT

You can register as a service provider using the Business Account to be engaged with details of, and provide Bids for, Jobs and allow you to communicate with Service Recipients. During this process, you will be required to submit information to allow us to verify your identity.

You will be required to set parameters for your Services including your level of skills set, capability, geographical region, etc. (Parameters). These Parameters will affect which jobs you are eligible for and will be notified to you. You are responsible for ensuring that the Parameters are accurate and correct. If you upload any photos to your profile, you must ensure that you have the right to do so. You will also be required to set location details for your primary place of business. If you use the App (and have location services turned on) this will automatically determine the current location and Service Recipients can see real-time information on your location once you have accepted a Job.

We make no guarantees that by registering on the Portal that any applicable Jobs will be posted by Service Recipients or that any Bid you submit will be successful.

31.3. ID VERIFICATION FOR BUSINESS ACCOUNT

By accepting these Terms and Conditions you are granting us authority to carry out a digital ID verification check by Yoti or a similar organization for the purposes of checking your identity and address. This online check may be recorded on your profile record, and a record of the search will be retained. In case if the verification fails for any reason, there will be extra charges for any subsequent verification process.

Should we not be able to successfully verify your identity and address using our digital ID verification process, we will require you to provide proof of your identity and address in the form of certified copies of the original documents. Failure to comply with any request for such documents may result in the cancellation of services.

32.1. APPLICATION / PACKAGE OVERVIEW

The portal provides a variety of business and user applications via web and mobile applications. Each application is targeting a specific need, solution or industry use. Each solution is tailored for personal, business, and organizations (commercial and non-commercial) use. The solutions are generally for the management of business or organization operations and to help facilitate meeting the demands of their clients. Subsequently, the user application is designed to help users meet their lifestyle needs and interests while also facilitating engagement between the user and desired business or organization.

32.2. UTILIZING OUR PACKAGE / APPLICATION

As a registered account, you are presented with a variety of package or application choices. It is your responsibility to ensure you read and fully understand these choices before proceeding with any package subscription. Should you have any queries regarding our application and/or packages, we strongly recommend that you contact us during our usual UK business hours. Whilst we endeavor to provide a prompt response to your inquiry, we cannot guarantee to do so in every instance. It, therefore, remains your responsibility to elicit further information from us regarding your desired package.

32.3. MODIFICATIONS TO PACKAGE / APPLICATION

We reserve the right to modify or discontinue, temporarily or permanently, the application (or any part thereof). In case of a package that has been discontinued, we will provide a sufficient notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the application.

32.4. ADDITIONAL FEATURES

We may from time to time make additional features available to existing packages or applications on the platform, which may be subject to Additional Terms. Your use of any such Feature is subject to their acceptance of Additional Terms presented within the relevant Feature or these Terms and Conditions.

32.5. BETA PACKAGE / APPLICATION

We may offer certain features or functionality for the purpose of testing and evaluation ("Beta Package" or “Beta Packages”). We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Package(s) with or without notice. You agree that We will not be liable to you or to any third party for any harm related to, arising out of your use of the Beta Package(s), or caused by the modification, suspension or discontinuance of any of the Beta Package(s) for any reason.

32.6. PACKAGE / APPLICATION GOVERNED BY YOUR ADMIN

For personal and business-solo account using an Enterprise package, you may be governed by rules defined by your admin of such package.

With acilect we have implemented a unique medium for organizations to flexibly establish function(s) that are desirable to their operations. Such function(s) are bundles of features called 'Enterprise Package’. An organization or designated Individual will be responsible for the establishment and management of an enterprise package on acilect. The individual or organization who will be responsible for the management of your enterprise package is referred to as an 'Admin'. Your Admin may require you to register in order for you to use the enterprise package or features. Once your Admin has registered your Account, they can manage your active usage of the enterprise package and can invite other individuals to Use the enterprise package without our involvement.

An organization or designated Individual will be responsible for the establishment and management of a business-plus account. The individual or organization who is responsible for the management of the business-plus account is referred to as an 'Admin'.

You are agreeing to this TERMS as an individual or on behalf of your organization, government, or other entity for which you are acting (for example, as an employee or government official) then "you" means your entity and You are binding your entity to this TERMS. If you do not have such authority or if you do not agree with the terms, do not accept these terms and do not use the portal.

You are solely responsible for the use of your subscribed package, particularly users who are authorized to have access to the package, the content and information transmitted, distributed or collected, its operation, and its update. By registering users and granting them access to your package you confirm you have verified the status of such person.

If you collect any personal information from the Services, you agree that you will only use that personal information for the purpose for which that user has authorized it. You agree that you will reasonably secure any personal information you have gathered from the Services.

You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from access to Your Content via the business-plus account.

You hereby fully accept all legal obligations arising from the administration of the package you have subscribed to. We cannot be held liable in this respect for any reason, especially in the event of a violation of the law and regulations applicable to the Customer's Services. Non-compliance to the law or these terms, and especially with any activity likely to generate a civil and/or penal liability will give us the right to immediately disconnect and/or stop the Service(s) without prior notice and to immediately and lawfully terminate this Agreement, without prejudice to the right to all damages and interest that we may claim.

34.1. Eligibility

• The Referral Program is open to residents, property agents, facility managers, and businesses in gated communities. To participate, simply download the app, register, and get your referral link.
• Referrers must have an active account and comply with the platform's policies. Violations may result in disqualification.

34.2. Referral Process

• Earning is easy! Just share your referral link with any gated community or estate.
• When a referred community signs up and completes onboarding, you start earning.
• No limits! Refer as many communities as you want to increase your earnings.

34.3. Referral Period

• The referral period for each community is 60 days, starting from the community's signup date. Within this period, the referred community is expected to complete its members onboarding.
• To qualify for commissions or bonuses, the referred community must meet the required criteria within the referral period.

34.4. Referral Validity

A referral will be considered valid only if the referred community meets the following criteria within 60 days of registration:

• Successfully completes the member onboarding process.
• Either:
  • Makes at least one sustained sales subscription (an active paid subscription, not a free trial), or
  • Achieves a minimum of 80 onboarded members and demonstrates active usage.

Referrals deemed invalid or fraudulent will not be eligible for earnings.

34.5. Referral Earnings Structure

• Recurring Earnings

Referrers earn a 10% monthly commission for up to 3 months based on the subscription value of the referred community.

• The 10% commission is calculated based on the sustained sales subscription value.
• Earnings are paid monthly and apply for a maximum of 3 months, provided the referred community continues to pay its subscription.
• Referral earnings are credited only after the referral period is completed.
• Recurring earnings apply only if the referred community successfully completes onboarding and meets the required sales criteria for each of the first 3 months.

• One-Time Earnings

A one-time bonus is awarded if the referred community:

• Does not generate sales activity by the end of the referral period but successfully onboards at least 80 members within the referral period.
• Shows evidence of active usage by maintaining an average of at least 20 access code validations per day over the referral period, with no prolonged inactivity (e.g., no more than 2 consecutive days without validations).

Note: Any disputes regarding referral earnings must be submitted within 30 days of the payout date for review by the Platform's support team.

34.6. Commission Payments

• Commission payments will be credited via your registered payment method.
• The Platform reserves the right to adjust commission payments based on transaction validation, chargebacks, refunds, or disputes.
• Earnings are monthly and will be notified via email and in-app notifications.
• Earnings will be processed and paid out within 5 business days of the end of each qualifying month.

34.7. Program Abuse & Fraud

• Any attempt to engage in fraudulent activity, including the creation of fake accounts or referral manipulation, will result in immediate disqualification from the Referral Program and the cancellation of all commission payments.
• The Platform reserves the right to audit referral activity and to disqualify Referrers who are found to be in violation of these terms.

34.8. Program Feedback

• We value your feedback. After each referral, please share your experience to help improve the program.

34.9. Termination & Modification of the Program

• The Platform reserves the right to modify, suspend, or terminate the Referral Program at any time without prior notice.
• If the Referral Program is terminated, Referrers will still be eligible to receive commissions for valid referrals completed before the termination date.

34.10. Limitation of Liability

• The Platform is not liable for any direct, indirect, incidental, special, or consequential damages arising from participation in the Referral Program.
• The Platform’s liability is limited to the total commissions earned by the Referrer under these Terms & Conditions.

35.1. CHANGES TO THESE TERMS

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. It would be your responsibility to make sure regularly check our Terms and Conditions in order to keep yourself updated. 

35.2. PUBLICITY

You acknowledge and agree that we may use your business name and logo on our website for marketing purposes.

35.3. Referral Reward

Prospective businesses or organizations may be introduced via referral schemes. Reward in relation to either party is only applicable if a referred client signs up with paid subscription within one week of referral. Then the referred and referral are qualified for the referral reward. Where there are multiple referrals for the same referee then the first referral will be the only valid candidate for reward.

35.4. WARRANTIES

• While we make all efforts to maintain the accuracy of the information on our Portal or any of the contents therein, we provide the platform and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
• To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Portal or any of the contents therein or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Portal or any of the contents therein, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.
• We assume no liability for the topicality, correctness, completeness or quality of the information provided in our Portal or any of the contents therein. Liability claims against us, which refer to material or immaterial nature caused by use or disuse of the information or the use of incorrect and incomplete information or our Portal or any of the contents therein are excluded.
• To the maximum extent permitted by law, we provide our Portal or any of the contents therein the Services as is and as available. That means that except to the extent expressly outlined in the Agreement, we don’t provide warranties of any kind, either express or implied, including, but not limited to, we may use or disclose your materials only as we describe in these Terms and our Privacy Policy, non-infringement, title and fitness for a particular purpose or use.
• We do not warrant our Portal or any of the contents therein or the Services will meet your requirements nor do we provide any warranty about results that may be obtained by using the Services our Portal or any of the contents therein.

 35.5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of anticipated savings, loss of revenue, or any indirect or consequential loss arising under or in connection with any agreement between us. Moreover, our total liability to you for all other losses arising under or in connection with any agreement between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the total fees (excluding VAT) paid to us by you in the 12 months preceding the event giving rise to liability.

35.6. PORTAL CONTENT DISCLAIMER

These Terms are being provided for general information purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Portal. Although we make reasonable efforts to update the information provided by the Portal, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date. Please back-up content and data used with the Portal. We recommend that you back up any content and data used in connection with the Portal, to protect yourself in case of problems with the Portal. Check that the Portal is suitable for you. Please check that the facilities and functions of the Portal meet your requirements.

35.7. DISCLAIMER

The services are provided "as is" and “as available.” You agree that the entire risk arising out of your use of the services, and any service requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law. Moreover, we cannot guarantee the validity of the information found here. Also, new information might have been uploaded by individuals which may not be correct, valuable, up-to-date, relevant, accurate and useful for our users. If contacted by our users about the presence of such information on our website, we will try to remove or edit all such information as soon as we can. We do not warrant or assume any legal liability or responsibility for the accuracy, completeness, or usefulness of any information on the website. Furthermore, acilect does not have the capacity to review the capability or experience of the service provider. Therefore, it is the responsibility of the service recipient to evaluate the accuracy, completeness and usefulness of any information or services. We encourage service recipients to reach out to the service provider directly for further information on their capability and experience to provide a certain service and reach out to us in the event any service recipient finds information to be inaccurate or fraudulent. Furthermore, the portal is provided for general information purposes only. It does not offer advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the portal.

35.8. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

The Portal may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for their content or their privacy policies (if any). You will need to make your independent judgment about whether to use any such independent sites, including whether to buy any products or services offered by them.

35.9. LIMITATION OF LIABILITY

We shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, death, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the services, even if we have been advised of the possibility of such damages. We shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any user, even if we have been advised of the possibility of such damages. We shall not be liable for delay or failure in performance resulting from causes beyond our reasonable control. In no event shall our total liability to you in connection with the services for all damages, losses and causes of action exceed 100% of the total fees (excluding vat) paid to it by you in the 12 (twelve) months preceding the event giving rise to liability.

35.10. INDEMNITY

You agree to indemnify and hold us and our affiliates, officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) our use of your user content; or (iv) your violation of the rights of any third party, including users ('' Losses ").

35.11. WE MAY END YOUR RIGHTS TO USE THE PORTAL IF YOU BREAK THESE TERMS

We may end your rights to use the Portal at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.

If we end your rights to use the Portal:

• You must stop all activities authorized by these terms, including your use of the Portal.
• You must delete or remove the Portal from all devices in your possession and immediately destroy all copies of the Portal which you have and confirm to us that you have done this.

35.12. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

We may transfer our rights and obligations under these Terms to another organization. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this agreement.

35.13. YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE

You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

35.14. NO RIGHTS FOR THIRD PARTIES

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

35.15. NOTICES

All notices/communications shall be given to us by email to [[email protected]]. Such notice will be deemed received the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

35.16. FORCE MAJEURE             

If a Force Majeure event to which our Terms apply does occur, we agree to notify you as soon as practicable. If the Force Majeure event continues for more than 14 days, either party shall have the right to cancel the agreement. Where services have been paid for in advance but have not been rendered, you will be entitled to a full refund from the date of cancellation for all such services.

35.17. GOVERNING LAW; VENUE AND JURISDICTION 

The Portal, Services and the use of it and any dispute of any sort that might arise between you and us is governed by the laws of England and Wales and the competent courts of England shall have exclusive jurisdiction over any disputes hereunder.

35.18. GENERAL

• Visiting the Portal, completing online forms constitute electronic communications, you consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via e-mail and on the Portal, satisfy any legal requirement that such communication is in writing.
• initiated or completed by us or via the Portal. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
• These Terms and any policies or operating rules posted by us on the Portal or in respect to the Services constitute the entire agreement and understanding between you and us.
• Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
• If any provision or part of a provision of these Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
• There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Service or use of the Portal or Services.

35.19. ENFORCEMENT OF TERMS

Even if we delay in enforcing this agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.