Terms of Service

1. The Service

1.1 TerraSell provides a multi-tenant, cloud-based field sales automation and customer relationship management platform, including field visit and route management, distributor and stock tracking, sales pipeline management, analytics and reporting, and AI-assisted insights (the “Service”), accessible via web browser and mobile application.

1.2 TerraSell may add, modify, or discontinue features of the Service from time to time, and will use reasonable efforts to notify the Client in advance of any change that materially reduces the core functionality the Client has subscribed to.

2. Accounts and Authorised Users

2.1 The Client must provide accurate registration information and is responsible for all activity that occurs under its account, including accounts created for its employees, field representatives, and other personnel authorised by the Client to use the Service (“Authorised Users”).

2.2 The Client is responsible for ensuring that its Authorised Users comply with these Terms, and for maintaining the confidentiality of login credentials issued to its account.

2.3 The Client must promptly notify TerraSell of any unauthorised use of its account or any other suspected security breach.

3. Client Data; Ownership; License

3.1 “Client Data” means all data, including personal data of the Client's employees, field representatives, healthcare professionals, distributors, retailers, and other business contacts, that the Client or its Authorised Users submit to, or generate through use of, the Service.

3.2 As between the Parties, the Client owns all Client Data. TerraSell owns all right, title, and interest in the Service itself, including its software, source code, design, and documentation, and no rights in the Service are transferred to the Client except the limited right to use it as set out in these Terms.

3.3 The Client grants TerraSell a non-exclusive, worldwide licence to host, process, transmit, and display Client Data solely as necessary to provide the Service, to provide support, to maintain security, and to improve the Service, subject to the Data Processing Agreement between the Parties.

3.4 TerraSell may use aggregated, anonymised data derived from Client Data (from which the Client and any individual cannot reasonably be identified) for benchmarking, analytics, and improvement of the Service, provided such use does not disclose Client-identifiable or personal information to any third party.

4. Subscription Fee and Payment

4.1 The Client shall pay the subscription fees set out in the applicable order form or pricing plan (“Fees”), stated in Nigerian Naira (₦) unless otherwise agreed in writing.

4.2 Fees are payable in advance on a monthly or annual basis as selected by the Client, via the payment methods supported by TerraSell from time to time (which may include card or bank transfer payments processed through a third-party payment processor).

4.3 Unless otherwise stated, Fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, which shall be added to invoices where required by law.

4.4 Except as required by law or expressly agreed by TerraSell, Fees are non-refundable. Late payments may result in suspension of the Service after seven (7) days' written notice.

4.5 TerraSell may change its Fees on renewal of a subscription term, upon at least thirty (30) days' prior written notice to the Client.

5. Acceptable Use

5.1 The Client shall not, and shall ensure its Authorised Users do not: (a) use the Service for any unlawful purpose or in violation of any applicable law, including the Nigeria Data Protection Act 2023; (b) attempt to gain unauthorised access to the Service or its underlying systems; (c) reverse engineer, decompile, or attempt to extract the source code of the Service, save to the extent permitted by law; (d) use the Service to transmit any malicious code; or (e) resell, sublicense, or provide the Service to any third party outside the Client's own organisation without TerraSell's prior written consent.

6. Third-party Services

6.1 The Service integrates with certain third-party services to provide core functionality, which may include mapping and geolocation providers, WhatsApp Business messaging and SMS providers, payment processors, and AI/machine-learning service providers used to power in-app insights. The Client's use of the Service constitutes consent to the necessary exchange of data with these providers strictly as required to deliver the relevant feature, as further described in the Privacy Policy and Data Processing Agreement.

6.2 TerraSell is not responsible for the availability or performance of third-party services outside its reasonable control, but will use commercially reasonable efforts to select reputable providers and to notify the Client of any material change in sub-processors as set out in the Data Processing Agreement.

7. Service Availability and Support

7.1 TerraSell will use commercially reasonable efforts to make the Service available on a 24/7 basis, targeting no less than 99.5% uptime measured monthly, excluding scheduled maintenance (of which TerraSell will give reasonable advance notice where practicable) and events outside TerraSell's reasonable control.

7.2 Specific support response times and any service credits may be set out in a separate Service Level Agreement (SLA) attached to the Client's order form, which shall prevail over this clause 7 to the extent of any conflict.

8. Confidentiality

8.1 Each Party shall keep confidential the other Party's non-public business, technical, and financial information disclosed in connection with these Terms, and shall use it solely to perform its obligations under these Terms, subject to the customary exceptions for information that is public, independently developed, or required to be disclosed by law.

9. Data Protection

9.1 TerraSell's collection and processing of personal data in connection with the Service is described in the TerraSell Privacy Policy. Where TerraSell processes personal data on the Client's behalf as a data processor, the terms of the Data Processing Agreement between the Parties shall apply and are incorporated into these Terms by reference.

10. Term and Termination

10.1 These Terms commence on the date the Client first accepts them and continue for the subscription term selected by the Client, renewing automatically for successive terms of the same length unless either Party gives at least thirty (30) days' written notice of non-renewal before the end of the then-current term.

10.2 Either Party may terminate these Terms immediately on written notice if the other Party materially breaches these Terms and fails to remedy that breach within thirty (30) days of being notified of it, or if the other Party becomes insolvent or ceases to carry on business.

10.3 On termination, the Client's right to access the Service ends. TerraSell will make Client Data available for export for a period of thirty (30) days following termination, after which TerraSell may delete Client Data in accordance with the Data Processing Agreement.

11. Warranties and Disclaimers

11.1 TerraSell warrants that it will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service is provided “as is”, and TerraSell disclaims all other warranties, whether express or implied, to the maximum extent permitted by law, including any implied warranty of merchantability or fitness for a particular purpose.

12. Limitation of Liability

12.1 Nothing in these Terms limits either Party's liability for fraud, wilful misconduct, or any liability that cannot be limited or excluded under Nigerian law.

12.2 Subject to clause 12.1, neither Party shall be liable to the other for any indirect, special, or consequential loss, or for loss of profits, revenue, or data, arising out of or in connection with these Terms.

12.3 Subject to clause 12.1, each Party's total aggregate liability arising out of or in connection with these Terms shall not exceed the total Fees paid or payable by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.

13. Indemnification

13.1 TerraSell shall indemnify the Client against third-party claims that the Service, as provided by TerraSell and used in accordance with these Terms, infringes that third party's intellectual property rights, save to the extent the claim arises from the Client's misuse of the Service or from Client Data.

13.2 The Client shall indemnify TerraSell against third-party claims arising from Client Data, the Client's breach of clause 5 (Acceptable Use), or the Client's breach of applicable data protection law in respect of Client Data it has submitted to the Service.

14. Governing Law and Dispute Resolution

14.1 These Terms are governed by the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between senior representatives of the Parties, and, if unresolved within thirty (30) days, to mediation and, if necessary, arbitration under the Arbitration and Mediation Act 2023, seated in Lagos, Nigeria.

15. General Provisions

15.1 Assignment. Neither Party may assign these Terms without the other's prior written consent, save that TerraSell may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

15.2 Force Majeure. Neither Party is liable for any failure to perform caused by circumstances beyond its reasonable control, including power or internet outages, natural disasters, or government action.

15.3 Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Agreement, and any order form or SLA, constitute the entire agreement between the Parties regarding the Service.

15.4 Amendment. TerraSell may update these Terms from time to time, and will give the Client at least fourteen (14) days' notice of any material change before it takes effect.

15.5 Notices. Notices under these Terms shall be sent in writing to the contact details on file for each Party.

15.6 Contact. Questions about these Terms may be sent to legal@terrasell.io.