TERMS OF SERVICE
Effective Date: 02/20/2026
These Terms of Service (“Terms”) govern all access to and use of services provided by Strexcel Ltd (“Strexcel”, “Company”, “we”, “us”, or “our”), a company incorporated under the laws of the Federal Republic of Nigeria.
By accessing or using any Strexcel service, platform, AI system, dashboard, automation workflow, or integration (collectively, “Services”), Client agrees to be legally bound by these Terms.
1. AGREEMENT STRUCTURE & PRIORITY
1.1 These Terms govern all Services unless expressly modified by a signed written agreement executed by Strexcel.
1.2 In the event of conflict:
Signed Order Form
These Terms
No other document, purchase order, policy, or correspondence modifies these Terms unless expressly accepted in writing by Strexcel.
2. LICENSE & ACCESS RESTRICTIONS
2.1 Strexcel grants Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access subscribed Services solely during the active subscription term.
2.2 Client shall not:
Reverse engineer or attempt to extract source code;
Replicate workflows, AI prompts, automation logic, or system architecture;
Provide platform access to third parties;
Benchmark or use Services for competitive analysis.
2.3 Any unauthorized use immediately terminates the license.
3. NO PERFORMANCE GUARANTEES
3.1 Strexcel provides technology infrastructure only.
3.2 Strexcel does NOT guarantee:
Revenue increases;
Customer acquisition;
Lead conversion rates;
Review ratings;
Booking volumes;
Customer retention;
Business growth outcomes;
Regulatory compliance outcomes.
3.3 Client acknowledges that business results depend entirely on Client operations, market conditions, customer behavior, and third-party platforms.
4. “AS IS” DISCLAIMER
4.1 SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, STREXCEL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:
MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
UNINTERRUPTED OR ERROR-FREE OPERATION
ACCURACY OF AI OUTPUT
4.3 Client assumes all risk arising from use of the Services.
5. AI AND AUTOMATION RISK ALLOCATION
5.1 Client acknowledges that AI systems are probabilistic and may generate inaccurate, incomplete, misleading, or inappropriate outputs.
5.2 Client is solely responsible for:
Testing AI configurations prior to deployment;
Monitoring automated communications;
Ensuring compliance with consumer and advertising laws;
Reviewing automated booking confirmations.
5.3 Strexcel shall not be liable for:
Reputational harm;
Customer dissatisfaction;
Loss of bookings;
Incorrect AI-generated statements;
Missed reservations;
Regulatory investigations arising from automated messaging.
5.4 All AI deployment is at Client’s own commercial risk.
6. THIRD-PARTY DEPENDENCIES
6.1 Services may integrate with third-party platforms including but not limited to WhatsApp, SMS gateways, Meta platforms, Google services, CRMs, payment processors, telecom providers, and hosting infrastructure.
6.2 Strexcel is not responsible for:
API changes;
Platform suspensions;
Downtime;
Message delivery failures;
Policy enforcement by third parties;
Changes in regulatory framework affecting integrations.
6.3 If third-party services restrict or disable integrations, Strexcel has no obligation to provide refunds.
7. FEES, BILLING & NO REFUNDS
7.1 All fees are billed in advance and are non-refundable.
7.2 Setup fees become non-refundable immediately upon commencement of configuration.
7.3 Subscription fees remain payable regardless of actual system usage.
7.4 Failure to pay within seven (7) days authorizes immediate suspension without liability.
7.5 Strexcel may increase pricing upon thirty (30) days’ notice.
7.6 Client remains liable for all taxes, levies, or government charges.
8. DATA PROTECTION & SECURITY
8.1 Client is the Data Controller. Strexcel acts solely as Data Processor.
8.2 Client warrants that it has obtained all required customer consents.
8.3 Strexcel implements reasonable safeguards but does not guarantee absolute security.
8.4 Strexcel shall not be liable for:
Unauthorized access resulting from Client credential misuse;
Customer complaints regarding marketing consent;
Regulatory fines arising from Client instructions.
8.5 In the event of breach caused solely by Strexcel’s gross negligence, liability remains subject to Section 14 (Limitation of Liability).
9. ACCEPTABLE USE & SUSPENSION RIGHTS
Strexcel may immediately suspend Services without notice if Client:
Violates marketing laws;
Engages in spam or deceptive messaging;
Creates regulatory exposure;
Compromises platform security;
Fails to pay fees.
Emergency suspension may occur without prior notice.
10. INTELLECTUAL PROPERTY
10.1 All systems, AI models, automation logic, templates, methodologies, prompts, and dashboards remain exclusive property of Strexcel.
10.2 Client obtains no ownership rights.
10.3 Client grants Strexcel a limited license to process Client data solely to provide Services.
11. CONFIDENTIALITY
Each party agrees to maintain confidentiality of non-public information for five (5) years following termination.
12. PUBLIC STATEMENTS & NON-DISPARAGEMENT
Client shall not publicly attribute operational failures, AI errors, or business losses to Strexcel without providing written notice and allowing thirty (30) days to investigate.
Client agrees not to make false or misleading public statements about Strexcel’s services.
13. INDEMNIFICATION (STRONG VENDOR PROTECTION)
Client shall indemnify, defend, and hold Strexcel harmless from any claims, losses, fines, penalties, regulatory actions, damages, or legal fees arising from:
Client marketing practices;
Consumer complaints;
Data protection violations;
Customer disputes;
Regulatory enforcement;
AI outputs configured or approved by Client;
Instructions provided by Client.
This indemnity survives termination.
14. LIMITATION OF LIABILITY
14.1 To the maximum extent permitted by law, Strexcel’s total aggregate liability shall not exceed the total fees paid by Client in the three (3) months preceding the event giving rise to the claim.
14.2 Strexcel shall not be liable for:
Indirect damages;
Consequential damages;
Special damages;
Exemplary damages;
Loss of revenue;
Loss of bookings;
Loss of data;
Loss of goodwill;
Business interruption;
Reputational damage.
14.3 Liability cap applies regardless of legal theory (contract, tort, negligence, statutory claim).
14.4 Multiple claims shall not enlarge the cap.
15. TERMINATION
15.1 Strexcel may terminate immediately for:
Non-payment;
Regulatory risk exposure;
Material breach;
Abuse of platform.
15.2 No refunds for prepaid amounts.
15.3 Upon termination:
Access ceases immediately;
Outstanding invoices become due;
Data deletion occurs within thirty (30) days unless legally required to retain.
16. FORCE MAJEURE
Strexcel is not liable for delays or failures caused by:
Government actions;
Regulatory restrictions;
Power failures;
Telecom outages;
Cloud infrastructure failures;
Cyberattacks;
Civil unrest;
Internet backbone disruptions.
17. ASSIGNMENT
Client may not assign this Agreement without prior written consent of Strexcel.
Strexcel may assign this Agreement in connection with merger, restructuring, or asset sale.
18. DISPUTE RESOLUTION
18.1 Parties shall attempt good-faith negotiation.
18.2 All disputes shall be resolved by binding arbitration under the Arbitration and Mediation Act 2023.
18.3 Venue: Abuja, Nigeria.
18.4 Each party bears its own legal costs unless tribunal awards otherwise.
19. SURVIVAL
The following provisions survive termination:
Payment obligations
Indemnification
Limitation of Liability
Confidentiality
IP ownership
Dispute Resolution
20. MODIFICATION OF TERMS
Strexcel may modify these Terms at any time.
Continued use of Services after notice constitutes acceptance.
If Client objects to changes, Client’s sole remedy is to discontinue Services.