Terms of Service

These terms govern your use of Citadel. By creating an account or using the service you agree to them. If you are agreeing on behalf of a company, you confirm you have authority to bind it.

1. Definitions

• We, us, Nexa Labs means Nexa Labs Ltd, registered in Ghana.
• Service means the Citadel platform: its web, desktop and mobile applications and its APIs.
• Customer means the organisation that subscribes.
• User means a person the Customer authorises to use the Service.
• Customer Data means everything the Customer or its Users put into the Service.

2. Accounts

You must give accurate registration details and keep them current. You are responsible for activity under your account and for keeping credentials secure, and must tell us promptly if you suspect unauthorised access. We may refuse or close an account where these terms are breached.

3. Subscription, fees and taxes

The Service is provided on subscription. Fees, billing period and user numbers are as set out in your order or plan. Unless stated otherwise:

• fees are payable in advance and are non-refundable except where these terms or the law say otherwise;
• subscriptions renew automatically for the same period unless cancelled before renewal;
• fees exclude taxes, which you pay in addition where applicable;
• we may change prices on notice, effective from your next renewal.

If payment fails we may suspend access after giving you notice and a reasonable opportunity to fix it.

4. Customer Data

Customer Data belongs to the Customer. We claim no ownership of it. You grant us only the licence needed to host, process, transmit and display it in order to provide the Service, to support you, and to keep backups.

You are responsible for the Customer Data you put into the Service: that you have the right to hold it, that it is accurate, and that using it through the Service is lawful. Where it contains personal data, we act as your processor, and our handling of it is governed by our Privacy Policy and any data processing agreement between us.

We do not use Customer Data to train generalised artificial intelligence models, and we do not sell it.

5. Acceptable use

You must not, and must not permit anyone to:

• use the Service unlawfully, or to store or transmit unlawful, infringing or malicious material;
• attempt to gain unauthorised access to the Service, other customers’ data, or the systems it runs on;
• probe, scan or test the Service’s security without our written permission;
• reverse engineer, decompile or copy the Service, except where the law permits it regardless of contract;
• resell, sublicense or provide the Service to a third party except as expressly agreed;
• interfere with the Service’s operation, or place a load on it that degrades it for others.

We may suspend access without notice where we reasonably believe continued use poses an immediate risk to the Service, to us, or to another customer. We will tell you as soon as we can and restore access once resolved.

6. Availability and support

We aim to keep the Service available continuously but do not guarantee uninterrupted operation. We may carry out maintenance, and will give reasonable notice of planned work likely to cause disruption. Any committed availability target and support response times are as set out in a separate service level agreement, where one applies.

7. Third-party services

The Service can connect to third-party services at your instruction, such as calendar providers, email providers and payment providers. Those services are governed by their own terms and are outside our control. Connecting one authorises us to exchange data with it as needed for the feature you enabled, and you may disconnect at any time.

8. Intellectual property

The Service, and all intellectual property in it, remains ours. These terms grant you a limited, non-exclusive, non-transferable right to use it during your subscription. Feedback you give us may be used freely to improve the Service without obligation to you.

9. Confidentiality

Each party may receive information the other treats as confidential. Neither will disclose it except to those who need it and are bound to keep it confidential, or where required by law. This does not apply to information that is public through no fault of the receiver, already known, or independently developed.

10. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care. Beyond that, and to the fullest extent the law allows, the Service is provided “as is” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

Citadel includes accounting, payroll, tax and scheduling features. They are tools, not professional advice. You remain responsible for your own compliance, and should take advice from a qualified accountant, tax adviser or lawyer where it matters.

11. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising.

Each party’s total liability arising out of these terms in any twelve month period is limited to the fees paid or payable by the Customer in the twelve months before the event giving rise to the claim.

Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

12. Indemnity

You will indemnify us against claims arising from your Customer Data or your use of the Service in breach of these terms, provided we tell you promptly, let you control the defence, and give reasonable assistance.

13. Term, termination and your data

These terms apply while you have an account. Either party may terminate for material breach not remedied within 30 days of notice, and you may cancel your subscription at any time, effective at the end of the current period.

On termination you can export your Customer Data. We will keep it available for a reasonable period after termination, and will delete it after that period or earlier on your written instruction, except where we must keep it by law.

14. Changes to these terms

We may update these terms. We will give reasonable notice of changes that materially affect your rights, and continued use after they take effect is acceptance. If you do not accept a material change you may terminate and we will refund any prepaid fees for the unused remainder of your term.

15. General

These terms, with any order and any data processing agreement, are the entire agreement between us. If a provision is unenforceable the rest continues. Failure to enforce a right is not a waiver of it. Neither party may assign without the other’s consent, except to a successor of its business. Neither is liable for failure caused by events beyond its reasonable control.

16. Governing law

These terms are governed by the laws of Ghana, and the courts of Ghana have exclusive jurisdiction, without prejudice to either party seeking injunctive relief where necessary.

17. Contact

Nexa Labs Ltd
Email: legal@citadelpro.io