Terms & Conditions

These Terms and Conditions (the “Terms” or this “Agreement”) govern your access to and use of the Hubtoll ERP platform, websites, applications, APIs, and related services (together, the “Services”) provided by Digital Vortex Tech Limited, a company incorporated in the Federal Republic of Nigeria (“Digital Vortex”, “Hubtoll”, “we”, “us”, or “our”). The organisation that subscribes to the Services is the “Client”, “Customer”, or “you”.

By creating an account, placing an Order, clicking “I agree” (or similar), or otherwise accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, and that you have the authority to bind the Client. If you do not agree, you must not access or use the Services. If you are using the Services on behalf of an organisation, “you” includes that organisation and its authorised users.

1. Definitions

1.1 Services. The Hubtoll ERP software-as-a-service platform and all modules, features, websites, mobile or desktop applications, APIs, documentation, and support made available by Digital Vortex.

1.2 Order / Order Form. An online or written ordering document, subscription selection, or checkout that specifies the modules, number of licences/seats, subscription term, and fees. Each Order incorporates and is governed by these Terms.

1.3 Subscription. The right to access and use the selected Services for the duration and on the terms set out in an Order.

1.4 User. An individual (e.g. an employee, contractor, or agent of the Client) authorised by the Client to access the Services under the Client’s account, including administrators.

1.5 Client Data. All data, content, records, and information that the Client or its Users submit to, store in, or generate through the Services, including personal data of the Client’s employees and contacts.

1.6 Personal Data, Data Controller, Data Processor. Have the meanings given in the Nigeria Data Protection Act, 2023 (the “NDPA”) and, where applicable, other data-protection laws.

1.7 Third-Party Services. Products, integrations, or services not provided by Digital Vortex that interoperate with the Services (e.g. payment processors, email, cloud storage).

1.8 Retention Window. The sixty (60) calendar-day period described in Section 9 during which deleted Client Data remains recoverable before permanent deletion.

2. The Agreement & Acceptance

2.1 Effectiveness. This Agreement takes effect when you first accept it (as described above) and remains in effect until all Subscriptions and Orders have expired or been terminated in accordance with these Terms.

2.2 Order of precedence. If there is a conflict between an Order and these Terms, the Order controls for that Order only. Together they form the entire agreement between the parties (see Section 20.7).

2.3 Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Services.

3. Licence & Intellectual Property

3.1 Licence grant. Subject to your compliance with these Terms and payment of applicable fees, Digital Vortex grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Subscription term, solely for the Client’s internal business operations.

3.2 Ownership. The Services are licensed, not sold. Digital Vortex and its licensors retain all right, title, and interest in and to the Services, including all software, designs, trademarks, and intellectual-property rights therein. No rights are granted except as expressly set out here.

3.3 Restrictions. You will not, and will not permit any User or third party to:

• resell, sublicense, rent, lease, or provide the Services on a service-bureau basis without our prior written consent;
• copy, modify, translate, or create derivative works of the Services, except as expressly permitted;
• decompile, disassemble, or reverse engineer the Services, or attempt to derive source code or underlying structure;
• introduce malware, or interfere with or disrupt the integrity, security, or performance of the Services;
• access the Services through unauthorised interfaces, scrapers, bots, or automated means not provided by Digital Vortex; or
• use the Services to build a competing product or to benchmark without our consent.

3.4 Improvements. We may, at our discretion, enhance, modify, or update the Services. We will give reasonable notice of changes that materially and adversely affect your use.

3.5 Feedback. If you provide suggestions or feedback, you grant Digital Vortex a perpetual, irrevocable, royalty-free, worldwide licence to use it to improve the Services, without obligation or attribution.

4. Accounts, Users & Security

4.1 Account setup. The Client is responsible for configuring its account, provisioning Users and roles, and ensuring that only authorised individuals access the Services.

4.2 Credentials. You are responsible for safeguarding login credentials and for all activity that occurs under your account. Notify us promptly at cloud@digitalvortextech.org of any suspected unauthorised access or security incident.

4.3 Responsibility for Users. The Client is responsible for its Users’ compliance with these Terms and for all Client Data submitted through its account.

5. Acceptable Use

You agree not to use the Services to:

• violate any applicable law, regulation, or third-party right;
• upload or transmit unlawful, infringing, defamatory, or harmful content, or malware;
• send unsolicited or unlawful communications, or harvest data without authorisation;
• gain unauthorised access to any system, account, or data; or
• impose an unreasonable or disproportionately large load on our infrastructure, or circumvent usage limits.

We may investigate suspected violations and may remove content or suspend access as described in Section 14.

6. Subscriptions, Fees, Taxes & Renewals

6.1 Fees. You agree to pay the fees for the modules, seats, and term specified in your Order. Except where required by law or expressly stated otherwise, fees are non-refundable and payment obligations are non-cancellable.

6.2 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, including Value Added Tax (VAT), which will be itemised on invoices where required.

6.3 Price changes. We may change subscription rates on at least thirty (30) days’ notice. Changes take effect on your next renewal. If you do not accept a change, you may decline renewal of the affected Order.

6.4 Renewals. Subscriptions may renew for successive terms as described in your Order. We will give renewal/expiry notice at least ten (10) days in advance for monthly plans and three (3) months in advance for annual plans. Renewal ensures uninterrupted access subject to payment of the applicable renewal fee.

6.5 Late or failed payment. We may suspend the Services for non-payment after giving notice and a reasonable opportunity to cure.

6.6 Free Trial. Digital Vortex may offer a free trial that gives the Client full access to one or more products for one (1) month at no charge (a “Free Trial”). Free Trials are limited to one per product per Client, are not renewable, and may be modified or withdrawn at any time. When a Free Trial ends, continued access to the Services requires a paid Subscription. If the Client does not purchase a paid Subscription within seven (7) days after the Free Trial expires, Digital Vortex reserves the right to permanently delete the Client’s account and all associated Client Data at any time thereafter, as described in Section 9.6. The 60-day Retention Window in Section 9 does not apply to Free-Trial data, and the renewal-notice commitments in Section 6.4 and the post-termination export window in Section 17.3 do not apply to Free Trials (any export request must be made before the Free-Trial data is deleted under Section 9.6). This clause is also shown to you at the point you select a Free Trial.

7. Client Data & Ownership

7.1 Your data. As between the parties, the Client owns all right, title, and interest in Client Data. You grant Digital Vortex a worldwide, limited licence to host, process, transmit, display, and back up Client Data solely to provide, secure, and support the Services and as instructed by you through the Services.

7.2 Your responsibilities. You are responsible for the accuracy, quality, legality, and appropriateness of Client Data and for obtaining all rights and consents needed for us to process it on your behalf.

7.3 Transmission. You acknowledge that data transmitted over the internet and third-party networks may be subject to risks outside our reasonable control. We will maintain appropriate safeguards but are not liable for issues arising on networks we do not operate.

8. Data Protection & Privacy

8.1 Roles. Where Client Data includes Personal Data, the Client is the Data Controller and Digital Vortex acts as Data Processor, processing Personal Data only on the Client’s documented instructions and as necessary to provide the Services.

8.2 Our commitments. We will: (i) implement appropriate technical and organisational measures to protect Personal Data; (ii) ensure personnel with access are bound by confidentiality; (iii) assist the Client, where reasonable, with data-subject requests and security obligations; and (iv) notify the Client without undue delay after becoming aware of a personal-data breach affecting Client Data.

8.3 Compliance. Each party will comply with the Nigeria Data Protection Act, 2023 and other applicable data-protection laws. Our handling of personal information is further described in our Privacy Policy, which forms part of this Agreement.

8.4 Sub-processors. We may engage vetted sub-processors (e.g. cloud hosting) to support the Services, under contractual obligations consistent with this Section.

9. Data Retention & Deletion

9.1 60-day Retention Window. When Client Data is deleted — whether through a User action within the platform, the deletion of a record, or upon expiry or termination of a Subscription — it is not erased immediately. Instead, the data is moved to a recoverable (“soft-deleted”) state and retained for sixty (60) calendar days (the “Retention Window”).

9.2 Recovery. During the Retention Window, the Client may request restoration of deleted Client Data by contacting us at cloud@digitalvortextech.org. We will use commercially reasonable efforts to restore data that is still within its Retention Window.

9.3 Permanent deletion. After the Retention Window elapses, the affected Client Data is permanently and irreversibly deleted from Hubtoll’s production systems and can no longer be retrieved or recovered by you or by us. You acknowledge that permanent deletion is final.

9.4 Backups. Residual copies may persist briefly in encrypted, access-controlled disaster-recovery backups after permanent deletion and are overwritten on our ordinary backup-rotation cycle. We do not use such backups to restore individually deleted records.

9.5 Legal holds & exceptions. We may retain certain data for longer where required to comply with law, resolve disputes, prevent fraud or abuse, or enforce this Agreement, and may retain anonymised or aggregated data that does not identify the Client or any individual.

9.6 Free-Trial accounts. Notwithstanding Sections 9.1–9.3, where the Client’s access to the Services has only ever been under a Free Trial (Section 6.6) and no paid Subscription has been purchased, Digital Vortex may permanently and irreversibly delete the account and all Client Data at any time from seven (7) days after the Free Trial expires, without the 60-day Retention Window applying. We will ordinarily send a reminder to the account email before such deletion, but deletion is not conditional on the reminder being received. Purchasing a paid Subscription before deletion occurs preserves the account and its data, which are then governed by the ordinary retention terms of this Section 9.

10. Confidentiality

Each party will protect the other’s non-public information (“Confidential Information”) with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and advisers who need to know and are bound by confidentiality. These obligations survive termination and do not apply to information that is or becomes public without breach, is independently developed, or is required to be disclosed by law (with notice where permitted).

11. Service Availability & Support

11.1 Availability. We strive to keep the Services available and performant but do not guarantee uninterrupted or error-free operation. Any specific service-level commitments will be set out in an Order or service-level schedule.

11.2 Maintenance. We may perform scheduled or emergency maintenance and will use reasonable efforts to minimise disruption and to give advance notice of significant planned maintenance.

11.3 Support. Support is provided through the channels and during the hours published on our website or specified in your Order.

12. Third-Party Services

The Services may integrate with Third-Party Services. Your use of them is governed by the third party’s own terms, and Digital Vortex is not responsible for Third-Party Services or for any data you choose to share with them. If a Third-Party Service becomes unavailable, related functionality may be affected.

13. Warranties & Disclaimers

13.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.

13.2 Disclaimer. Except as expressly stated, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, Digital Vortex disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant that the Services will be uninterrupted, error-free, or meet all of your requirements.

14. Suspension

We may suspend or restrict access to the Services (in whole or in part) if: (i) required by law or to address a security risk; (ii) your use threatens the integrity or performance of the Services or violates Section 5; or (iii) fees are overdue. Where practicable we will give notice and limit the scope and duration of any suspension.

15. Limitation of Liability

15.1 Exclusions. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings, arising out of or related to this Agreement.

15.2 Cap. Each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total fees paid or payable by the Client to Digital Vortex for the Services in the twelve (12) months preceding the event giving rise to the claim.

15.3 Exceptions. The limitations above do not apply to a party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, a party’s indemnification obligations, your payment obligations, or any liability that cannot be excluded or limited by law.

16. Indemnification

16.1 By the Client. You will defend and indemnify Digital Vortex and its officers, directors, employees, and agents against third-party claims, and resulting losses, damages, and reasonable costs (including legal fees), arising from: (i) your breach of this Agreement; (ii) your violation of law; or (iii) Client Data or content you provide that infringes a third party’s rights or causes harm.

16.2 By Digital Vortex. We will defend and indemnify the Client against third-party claims, and resulting losses, damages, and reasonable costs (including legal fees), alleging that the Services, as provided by us and used in accordance with this Agreement, infringe that third party’s intellectual-property rights.

16.3 Procedure. Indemnification is conditioned on the indemnified party promptly notifying the indemnifying party, allowing it to control the defence and settlement (without settling in a way that imposes obligations on the indemnified party without consent), and providing reasonable cooperation.

17. Term & Termination

17.1 Term. This Agreement runs for the duration of the active Subscription(s) and any renewals.

17.2 Termination for cause. Either party may terminate an Order or this Agreement if the other materially breaches and fails to cure within thirty (30) days of written notice. We may suspend or terminate immediately in cases of fraud, unlawful use, or a serious security threat.

17.3 Effect of termination. On termination or expiry, your right to access the Services ends. For a period of up to thirty (30) days after termination, you may request export of your Client Data in a commonly used format, provided your account is in good standing. This export window does not apply to Free-Trial accounts, whose data may be deleted earlier under Sections 6.6 and 9.6.

17.4 Deletion after termination. Following termination or expiry, Client Data is deleted in accordance with the Data Retention & Deletion policy in Section 9, including the 60-day Retention Window after which the data is permanently and irreversibly deleted — except Free-Trial accounts, which are governed by the shorter timeline in Section 9.6.

17.5 Survival. Sections that by their nature should survive (including Sections 3.2, 7, 9, 10, 13, 15, 16, 18, and 19) survive termination.

18. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws rules. The parties will first attempt to resolve any dispute amicably through good-faith discussions. Failing resolution within thirty (30) days, the dispute will be subject to the exclusive jurisdiction of the competent courts of Lagos State, Nigeria, save that either party may seek injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.

19. Changes to the Terms

We may update these Terms from time to time. Updated terms become effective when posted on the Hubtoll website (with the “Last updated” date revised). For material changes, we will provide notice (e.g. by email or in-app). Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms; if you do not agree, you must stop using the Services.

20. General Provisions

20.1 Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, outages, network or utility failures, governmental action, or labour disputes.

20.2 Assignment. You may not assign this Agreement without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets. We may assign to an affiliate or successor.

20.3 No waiver. A failure to enforce any provision is not a waiver of that or any other provision.

20.4 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary.

20.5 Notices. Legal notices to Digital Vortex should be sent to cloud@digitalvortextech.org. We may give notice to you via the email associated with your account or by posting within the Services.

20.6 Publicity. With the Client’s prior consent (not to be unreasonably withheld), Digital Vortex may identify the Client as a customer and use its name and logo for promotional purposes; the Client may withdraw such consent on written request.

20.7 Entire agreement. These Terms, together with any Orders, schedules, and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior proposals and communications on the subject.

21. Contact Us

Questions about these Terms, or data-recovery and deletion requests, can be sent to:

Digital Vortex Tech Limited
No 10, Oluwakemi Street, Shangisha, Magodo, Lagos, Nigeria
Email: cloud@digitalvortextech.org
Phone: +234 708 601 1838