Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you, the individual or entity accessing our services ("you" or "User"), and CipherSense AI Technologies Ltd. ("CipherSense", "we", "our", or "us"), a company incorporated under the laws of the Federal Republic of Nigeria.

These Terms govern your access to and use of all services operated by CipherSense, including:

• ciphersense.ai: corporate website and primary service portal
• CipherSense Agents (agents.ciphersense.ai): AI agent orchestration platform
• DataLens Africa (datalens.africa): hyperlocal data platform
• CropSense AI (cropsense.africa): agricultural intelligence platform

Collectively referred to as the "Platforms". If you are accessing a Platform on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

You must be at least 18 years old and have full legal capacity to enter into a binding agreement to use our Platforms. By accessing any Platform, you represent and warrant that you meet these requirements. Use of our Platforms is not permitted where doing so would violate applicable local, national, or international laws.

Certain features of our Platforms require you to create an account. You agree to:

• Provide accurate, current, and complete registration information.
• Maintain the security of your credentials and not share them with third parties.
• Notify us immediately of any suspected unauthorised access to your account.
• Accept responsibility for all activity conducted through your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that have been inactive for an extended period, with reasonable notice where practicable.

Across all Platforms, you agree not to:

• Violate any applicable law, regulation, or third-party right.
• Attempt to gain unauthorised access to any Platform or its underlying infrastructure.
• Reverse-engineer, decompile, or attempt to extract source code from any Platform.
• Introduce viruses, malware, or other harmful code into any Platform.
• Use automated scripts, bots, or crawlers to scrape or extract content without our prior written consent.
• Use any Platform to harass, abuse, or harm another person or entity.
• Use any Platform to generate, distribute, or enable spam or unsolicited communications.
• Resell, sublicense, or redistribute access to any Platform without our prior written consent.

All intellectual property rights in our Platforms, including software, models, algorithms, datasets, documentation, trademarks, and trade secrets, are owned by or licensed to CipherSense AI Technologies Ltd. Nothing in these Terms transfers any intellectual property rights to you beyond the limited right to use the Platforms as expressly authorised.

You retain full ownership of all content, data, and materials you submit to our Platforms. You grant CipherSense the limited licences necessary to deliver the services as described in Section 4.

You must not use our trademarks, logos, or branding without our prior written consent. Any feedback, suggestions, or ideas you provide regarding our Platforms may be used by CipherSense without any obligation to you.

Access to certain features of our Platforms is subject to applicable subscription or usage fees as set out in the relevant order form or pricing schedule agreed between you and CipherSense. Unless otherwise stated:

Billing

Fees are billed in advance on a recurring basis (monthly or annual) unless otherwise agreed in writing.

Taxes

All fees are exclusive of applicable taxes. You are responsible for any VAT, withholding tax, or other applicable taxes.

Late Payment

Overdue amounts may attract interest at the rate of 2% per month or the maximum rate permitted by law, whichever is lower.

Refunds

Fees are non-refundable except as required by applicable law or as expressly stated in a separate agreement.

Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party ("Confidential Information") and to use it only for the purposes of the relevant Platform or services. This obligation does not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or regulatory order, provided the receiving party gives prompt prior written notice where permitted.

Our Platforms and all content, analytics, and outputs are provided on an "as is" and "as available" basis, without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

We do not warrant that: (a) our Platforms will be uninterrupted, error-free, or secure; (b) any defects will be corrected; or (c) outputs generated by AI features will be accurate, complete, or suitable for any particular purpose. AI-generated content should always be reviewed and validated by qualified professionals before being acted upon.

To the fullest extent permitted by applicable law, CipherSense and its directors, officers, employees, and affiliates shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of revenue, profit, data, or business opportunity.
• Damage arising from reliance on AI-generated outputs from any Platform.
• Losses arising from unauthorised access to or alteration of your data.
• Losses attributable to third-party services connected to our Platforms.

In any case, our total aggregate liability arising from or related to these Terms shall not exceed the amount you paid to CipherSense in the twelve (12) months immediately preceding the claim.

You agree to indemnify, defend, and hold harmless CipherSense AI Technologies Ltd. and its affiliates, officers, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of any Platform in violation of these Terms; (b) your violation of any third-party right; (c) your breach of any applicable law; or (d) any data you submit to our Platforms that infringes third-party rights or violates data protection law.

Either party may terminate access to a Platform upon written notice if the other party materially breaches these Terms and fails to remedy the breach within 30 days of receiving notice. We may suspend or terminate your access immediately without notice if:

• You engage in conduct that poses a security risk to any Platform or third party.
• Continued provision of the service would expose CipherSense to legal or regulatory risk.
• You fail to pay fees when due and do not remedy this within 14 days of notice.

Upon termination, your right to access the relevant Platform ceases immediately. Provisions that by their nature survive termination, including intellectual property rights, indemnification, limitation of liability, and governing law, shall remain in force.

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The courts of Nigeria shall have exclusive jurisdiction over any dispute unless otherwise agreed in writing.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days. If the dispute is not resolved through negotiation, either party may refer it to mediation administered by the Lagos Court of Arbitration (LCA) before pursuing litigation.

We may update these Terms from time to time to reflect changes in law, business practices, or Platform capabilities. Material changes will be communicated via email or by prominent notice on the affected Platform at least 30 days before taking effect. Continued use of a Platform after the effective date of any change constitutes your acceptance of the revised Terms.

If you do not agree to revised Terms, you must cease using the affected Platform and, if applicable, close your account before the effective date.

Entire Agreement

These Terms, together with our Privacy Policy and any applicable order form or data processing agreement, constitute the entire agreement between you and CipherSense regarding the Platforms.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. CipherSense may assign these Terms in connection with a merger, acquisition, or sale of assets.

Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, acts of government, power outages, or internet infrastructure failures.

For any questions about these Terms, or to report a suspected violation, please contact us:

Email

hello@ciphersense.ai

Phone

+234-916-000-3266

Address

CipherSense AI Technologies Ltd., Lagos, Nigeria