Aliwudi Ecosystem Master Terms of Service
Comprehensive 19-section enterprise terms: licensing, data ownership, confidentiality, tenant isolation, security safeguards, availability, and liability.
Acceptance of Terms
By accessing or configuring any cloud software service, API, or application within the Aliwudi ecosystem (including Aliwudi CS (Aliwudi Clinical Sanctuary), Aliwudi Education, Aliwudi Hospitality, LocalKivo, Aliwudi Finance, n8Mart, and Digisq), you agree to be bound by these Master Terms of Service. If you are entering into this agreement on behalf of a company, school, hospital, or other legal entity, you represent and warrant that you possess the requisite legal authority to bind such entity.
Platform Licensing & Permitted Use
Aliwudi grants you a non-exclusive, non-transferable, revocable, and limited right to access and use the subscribed SaaS services solely for your internal business operations in accordance with your designated subscription plan, acceptable use policies, and active tenant boundaries.
Data Ownership and Use
3.1 Customer Data Ownership
As between the Customer and Aliwudi, the Customer retains all right, title, and interest in and to Customer Data submitted to, stored in, or processed through the Services. Aliwudi does not acquire ownership of Customer Data by providing the Services.
3.2 Limited License to Aliwudi
The Customer grants Aliwudi a limited, non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, process, and otherwise use Customer Data solely to the extent reasonably necessary to:
- provide and operate the Services;
- authenticate users and maintain tenant security;
- provide customer support;
- perform backups and disaster recovery;
- prevent fraud, abuse, security threats, and unauthorized use;
- comply with applicable law; and
- maintain, secure, and improve the Services.
Aliwudi will not sell Customer Data or use Customer Data for unrelated commercial purposes.
3.3 Aggregated and De-Identified Data
Aliwudi may generate and use aggregated or de-identified information derived from use of the Services, provided that such information does not reasonably identify the Customer, an individual data subject, or disclose the Customer's confidential information. Such information may be used to operate, analyze, secure, improve, and develop the Services.
3.4 Customer Responsibility
The Customer is responsible for ensuring that it has all rights, permissions, notices, and lawful bases required to collect and submit Customer Data to the Services.
Confidentiality
4.1 Confidential Information
"Confidential Information" means non-public information disclosed by either party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data, credentials, security information, business information, financial information, technical information, product plans, and non-public information concerning the Services are considered Confidential Information.
4.2 Confidentiality Obligations
The receiving party will:
- protect the other party's Confidential Information using reasonable care;
- use Confidential Information only for purposes permitted under this Agreement; and
- not disclose Confidential Information to third parties except as permitted by this Agreement.
Aliwudi may disclose Customer Confidential Information to its employees, contractors, professional advisers, affiliates, and service providers who have a legitimate need to access such information and are subject to appropriate confidentiality obligations.
4.3 Exclusions
Confidential Information does not include information that the receiving party can demonstrate is publicly available without breach, was lawfully known prior to disclosure, was lawfully received without restrictions, or was independently developed.
4.4 Required Disclosure
A party may disclose Confidential Information where required by applicable law, regulation, court order, or governmental authority, providing advance notice where legally permitted.
4.5 Survival
Confidentiality obligations will survive termination of this Agreement for five (5) years, except that obligations relating to trade secrets and Customer Data will continue for so long as the information remains protected as confidential under applicable law.
Tenant Isolation
5.1 Logical Tenant Separation: Aliwudi is designed to maintain logical separation between customer tenants and to prevent one Customer from accessing another Customer's Customer Data through ordinary use of the Services. Access to Customer Data is controlled through tenant-aware authentication, authorization, application controls, and other security mechanisms appropriate to the Services.
5.2 No Cross-Tenant Access: Aliwudi will not intentionally disclose one Customer's Customer Data to another Customer except where authorized by the Customer, necessary to provide a shared feature expressly requested, or required by applicable law.
5.3 Security Limitations: Aliwudi does not represent that any security mechanism can prevent every possible security incident. Aliwudi's obligations are to maintain reasonable safeguards appropriate to the nature of the Services and applicable risks.
Security Safeguards
Aliwudi will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, accidental loss, destruction, alteration, disclosure, or other unlawful processing. Safeguards include access controls, role-based permissions, authentication and authorization, encryption in transit and at rest, tenant isolation controls, vulnerability management, logging and monitoring, backups, and incident response procedures.
Service Availability
Aliwudi will use commercially reasonable efforts to maintain availability of the Services. Unless an applicable Order Form or Service Level Agreement ("SLA") expressly provides otherwise, the Services are provided on an "AS IS" and "AS AVAILABLE" basis. Aliwudi does not guarantee that the Services will be continuously available, uninterrupted, completely error-free, or operate without temporary degradation. Specific uptime commitments apply only where expressly stated in an applicable SLA.
Maintenance and Service Changes
Aliwudi may perform scheduled or emergency maintenance, upgrades, security patches, infrastructure changes, and operational activities. Where reasonably practicable, Aliwudi will provide advance notice. Aliwudi will use reasonable efforts to avoid materially reducing the core functionality of a paid Service during an active subscription term.
Backups and Disaster Recovery
Aliwudi maintains backup and recovery procedures appropriate to the nature of the Services. However, backups are not a substitute for the Customer maintaining appropriate copies of information that it independently requires for legal, regulatory, operational, or business-continuity purposes. Aliwudi does not guarantee that every item of Customer Data can be recovered following every event.
Security and Personal Data Incident Notification
If Aliwudi becomes aware of a confirmed security incident involving unauthorized access to or disclosure of Customer Data reasonably likely to materially affect confidentiality, integrity, or availability, Aliwudi will notify the affected Customer without undue delay and as required by applicable law, providing incident scope, remediation steps, and customer mitigation actions.
Data Return and Deletion
Customer may request data exports in machine-readable format during the subscription term. Following termination, Customer has a reasonable retrieval period. Unless otherwise agreed in an Order Form or DPA, Aliwudi may delete Customer Data following thirty (30) days after expiration, subject to standard backup lifecycles and statutory retention laws.
Subprocessors and Third-Party Service Providers
Aliwudi engages third-party providers for hosting, storage, infrastructure, and analytics under appropriate contractual confidentiality and security commitments. Aliwudi maintains oversight and provides notices of material changes where required by data protection law.
Privacy and Data Processing
13.1 Applicable Privacy Laws: Each party complies with applicable data protection laws, including the Nigeria Data Protection Act 2023 (NDPA).
13.2 Controller and Processor Roles: Customer generally acts as Data Controller and Aliwudi acts as Data Processor regarding Personal Data processed to deliver the Services.
13.3 Data Processing Addendum: Where required by applicable law, parties enter into a Data Processing Addendum ("DPA") which controls in the event of conflict regarding Personal Data processing instructions.
13.4 Customer Responsibilities: Customer is responsible for lawful bases, required privacy notices, and handling data subject consent.
Acceptable Use
Services must be used only for lawful purposes. Customers must not gain unauthorized access, circumvent security or rate limits, disrupt infrastructure, introduce malware, conduct unauthorized penetration tests, transmit unlawful content, reverse engineer software, or redistribute services without authorization.
Suspension
Aliwudi may temporarily suspend access where reasonably necessary to address security threats, unauthorized access, material breach, or emergencies, using reasonable efforts to limit scope and restore access promptly.
Termination
Either party may terminate for convenience in accordance with plan terms, or for cause upon thirty (30) days written notice of uncured material breach. Upon termination, access ceases, outstanding fees remain due, and confidentiality, limitation of liability, and survival terms endure.
Limitation of Liability
To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages. Aliwudi's aggregate liability arising out of or relating to the Services will not exceed the greater of the fees actually paid or payable in the twelve (12) months immediately preceding the event giving rise to the claim, or the amount stated in an applicable Order Form.
Governing Law and Dispute Resolution
This Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles. The parties engage in good-faith negotiations for thirty (30) days before pursuing claims in Nigerian courts of competent jurisdiction or agreed arbitration.
No Absolute Security or Availability Warranty
The Customer acknowledges that internet-based software services involve inherent operational, infrastructure, cybersecurity, and third-party risks. Except for express commitments contained in this Agreement or an applicable SLA, Aliwudi does not warrant that the Services will be uninterrupted, completely secure, error-free, or available at all times.