Terms of service.

1. Definitions

In these Terms, the following words have the meanings below:

2. Eligibility

To use the Service you must:

• Be at least 18 years of age.
• Be a duly registered business entity or an individual acting in a commercial capacity.
• Have the legal capacity to enter into a binding agreement under the laws of the Federal Republic of Nigeria.
• Not be prohibited from using the Service under any applicable law or regulation.

By using the Service, you represent and warrant that you meet all of the above eligibility requirements.

3. Account Registration & Security

To access the Service, you must register for a Staxis account during our onboarding flow. You agree to:

• Provide accurate, current, and complete information about yourself and your organisation.
• Keep your account credentials confidential and not share your password with any person who is not an Authorised User.
• Notify us immediately at staxis@zionstand.com if you suspect any unauthorised access to your account.
• Accept responsibility for all activity that occurs under your account.

We reserve the right to suspend or terminate accounts where we reasonably believe that account security has been compromised or that false information was provided during registration.

4. Description of Services

Staxis provides managed digital-support services organised into three tracks:

The specific features and scope of your subscription are determined by the plan you select at onboarding. ZDT reserves the right to modify, add, or remove features from any plan with 30 days' written notice to affected Clients.

5. Subscription Plans & Billing

5.1 Plans

You select one plan per track during onboarding. Plan prices, features, and response times are as published on the Staxis platform at the time of subscription.

5.2 Billing Cycles & Discounts

Discounts are applied to the total period amount and shown clearly before payment. All prices are in Nigerian Naira (₦) and are exclusive of VAT unless otherwise stated.

5.3 Setup Fees

Certain plans carry a one-time setup fee payable at the time of initial subscription. Setup fees are non-refundable and are displayed on the plan selection screen before purchase.

5.4 Auto-Renewal

Monthly subscriptions for a single plan are processed via Paystack recurring billing and will auto-renew at the end of each billing period unless cancelled at least 5 business days before the renewal date. Quarterly and annual subscriptions do not auto-renew; you will be notified before expiry to manually renew.

6. Payment Terms

• All payments are processed through Paystack, a PCI-DSS compliant payment gateway. We do not store your card details.
• Payment is due in full at the start of each Subscription Period. Access to the Service is contingent on successful payment.
• If a recurring payment fails, we will notify you by email and allow a 5-business-day grace period. If payment is not received within the grace period, your account may be suspended.
• All amounts are stated in NGN. ZDT bears no responsibility for currency conversion charges imposed by your bank or card issuer.
• Receipts and invoices are available for download from your Staxis dashboard.

7. Cancellation & Refund Policy

7.1 Cancellation

You may cancel your subscription at any time by contacting us at staxis@zionstand.com. Cancellation takes effect at the end of the current Subscription Period; you will continue to have access to the Service until that date.

7.2 Refunds

Due to the nature of managed digital services, all payments are non-refundable except in the following circumstances:

• Duplicate payment: A full refund will be issued for any verified duplicate transaction.
• Service unavailability: If Staxis experiences unscheduled downtime exceeding 72 consecutive hours due to our failure, a pro-rata credit will be applied to your next billing period.
• Billing error: If we charge you an incorrect amount, we will refund the difference within 10 business days of the error being confirmed.

Setup fees are non-refundable under all circumstances.

7.3 Refund Process

Approved refunds are processed via Paystack back to the original payment method within 10–15 business days, subject to your bank's processing times.

8. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Upload, transmit, or store content that is unlawful, defamatory, obscene, fraudulent, or harmful.
• Attempt to gain unauthorised access to any system, network, or data including ZDT's own infrastructure.
• Introduce viruses, malware, or any other harmful code into the platform.
• Reverse-engineer, decompile, or disassemble any component of the Service.
• Resell, sublicense, or commercialise the Service without our prior written consent.
• Use the Service in a manner that places an unreasonable load on our infrastructure.
• Impersonate any person or entity or falsely represent your affiliation.

Breach of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

9. Intellectual Property Rights

9.1 ZDT Intellectual Property

The Staxis platform, its underlying software, design, trademarks, and all ZDT-created content are the exclusive intellectual property of Zionstand Digital Technologies Limited. These Terms do not grant you any ownership rights in the Service; you receive only a limited, non-exclusive, non-transferable licence to access and use it during your Subscription Period.

9.2 Client Materials

You retain full ownership of all Client Materials. By providing Client Materials to ZDT, you grant us a limited licence to use, process, and reproduce those materials solely to the extent necessary to deliver the Service.

9.3 Deliverables

Upon full payment, ownership of Deliverables created specifically for you transfers to you, except for any ZDT tools, frameworks, or pre-existing components embedded in the Deliverable, which remain the property of ZDT and are licensed to you on a perpetual, royalty-free basis for use with the Deliverable.

9.4 Feedback

Any suggestions, feedback, or ideas you provide about the Service may be used by ZDT without restriction or compensation to you.

10. Confidentiality

Each party may receive confidential information belonging to the other party in connection with the Service ("Confidential Information"). Each party agrees to:

• Keep the other party's Confidential Information strictly confidential.
• Not disclose it to any third party without prior written consent, except to employees or sub-contractors who need to know it to deliver the Service and who are bound by equivalent confidentiality obligations.
• Use it only for the purposes of this agreement.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this clause; (b) was already known to the receiving party; (c) is required to be disclosed by law or court order (in which case prompt notice will be given where permissible).

11. Service Levels & Availability

11.1 Target Uptime

We target 99% platform uptime per calendar month, excluding scheduled maintenance windows (of which at least 48 hours' notice will be given) and events beyond our reasonable control.

11.2 Response Times

Response times for support tickets depend on your plan tier and are published on the Staxis platform. Response times are targets, not guarantees, and refer to business hours (Monday–Friday, 08:00–18:00 WAT) unless otherwise stated.

11.3 Scheduled Maintenance

We may perform scheduled maintenance that temporarily affects availability. We will notify you at least 48 hours in advance via email or in-app notification. Emergency maintenance may be performed with shorter or no notice if required to protect security or stability.

12. Data & Privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Where ZDT processes personal data on your behalf as a Data Processor, the terms of the Data Processing Agreement ("DPA") attached to your subscription agreement apply.

You are responsible for ensuring that you have the necessary rights and consents to share any personal data with ZDT for the purpose of delivering the Service.

13. Third-Party Services

The Service integrates with or relies on third-party services including Paystack (payments), AWS S3 (file storage), Neon (database), Mailjet (email), and Jotform (support chat). Your use of these services is subject to their own terms and privacy policies.

ZDT is not responsible for any downtime, data loss, or other failures caused by third-party services, except where we have agreed otherwise in writing.

14. Disclaimer of Warranties

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, ZDT expressly disclaims all warranties whether express, implied, statutory, or otherwise including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure at all times; (b) any errors will be corrected; or (c) the Service will meet your specific business requirements.

15. Limitation of Liability

To the maximum extent permitted by Nigerian law:

• ZDT shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunity, even if advised of the possibility of such damages.
• ZDT's total aggregate liability to you for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you to ZDT in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded by law.

16. Indemnification

You agree to indemnify, defend, and hold harmless ZDT and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms.
• Your violation of any applicable law or third-party right.
• Your use or misuse of the Service, including any content you submit.
• Any claim that Client Materials infringe a third party's intellectual property rights.

17. Termination

17.1 By You

You may terminate your subscription at any time by contacting us. Termination takes effect at the end of the current Subscription Period. No refunds are issued for the unused portion of a prepaid period.

17.2 By ZDT

We may suspend or terminate your account immediately if:

• You breach any material provision of these Terms.
• Payment remains outstanding for more than 10 business days after the due date.
• We reasonably suspect fraudulent, illegal, or abusive use of the Service.
• We are required to do so by law or a regulatory authority.

We may also terminate the Service with 30 days' written notice if we decide to discontinue it entirely.

17.3 Effect of Termination

On termination: (a) all licences granted to you under these Terms cease; (b) you must immediately stop using the Service; (c) each party must return or destroy the other's Confidential Information. ZDT will make Client data available for export for 30 days post-termination, after which it will be securely deleted per our Privacy Policy.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government actions, internet or power outages, or failure of third-party services. The affected party must notify the other as soon as practicable and use reasonable efforts to minimise the impact.

19. Governing Law & Dispute Resolution

19.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

19.2 Informal Resolution

Before initiating formal proceedings, you agree to contact us at staxis@zionstand.com and give us 30 days to resolve the dispute informally.

19.3 Jurisdiction

If the dispute is not resolved informally, both parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria.

20. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last Reviewed" date at the top of this page.
• Notify you by email at least 14 days before the changes take effect.
• Display a notice on your Staxis dashboard.

Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription before the effective date.

21. General Provisions

• Entire Agreement: These Terms (together with the Privacy Policy, DPA, and any order form or subscription confirmation) constitute the entire agreement between the parties and supersede all prior agreements relating to the Service.
• Severability: If any provision is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
• Waiver: Our failure to enforce any right under these Terms shall not be deemed a waiver of that right.
• Assignment: You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights to an affiliate or in connection with a merger or acquisition.
• No Partnership: Nothing in these Terms creates a partnership, employment, or agency relationship between the parties.
• Notices: Notices to ZDT must be sent by email to staxis@zionstand.com. Notices to you will be sent to the email address on your Staxis account.

22. Contact Us

For any questions about these Terms, please contact: