Managed Cloud Terms of Service

These Managed Cloud Terms of Service (the “Terms”) form a binding agreement between your business (“Customer”, “you”, “your”) and Stockovaa Technologies (“Stockovaa”, “we”, “us”, “our”). They govern the Managed Cloud service supplied at managed.stockovaa.com and the operation of the Stockovaa software instance we run on your behalf.

They apply from the day your Managed Cloud service is first activated, or the day you first sign in to the Managed Cloud portal, whichever happens first.

How these Terms relate to your other agreements

• Your software licence agreement, if you hold one as a separate signed document, governs your right to use the Stockovaa software itself. These Terms do not replace it and do not shorten it.
• These Terms govern the managed service only. Where a signed order form, quotation or statement of work conflicts with these Terms, the signed document takes precedence for the matter it covers.
• These Terms should be read together with the Service Level Agreement, the Acceptable Use Policy, the Privacy Policy, the Data Processing Agreement and the Refund Policy. All five form part of this agreement.

The person accepting these Terms confirms they are authorised to bind the business named on the account.

A Managed Cloud customer holds a perpetual licence to the Stockovaa software. You paid for that licence once. It does not expire, it is not a rental, and it is not conditional on you continuing to buy the managed service.

What the licence grants

• A non-exclusive, non-transferable right to use the Stockovaa software for the internal business operations of the entity named on your licence, for as long as you comply with these Terms and the Acceptable Use Policy.
• The right to use the software for the number of locations, staff accounts and business entities recorded on your licence. Growing beyond those figures needs a licence extension, which we will quote for.
• The right to receive the software updates that are released while your managed service is active, applied for you as described in clause 5.

What the licence does not grant

• Ownership of the software. Stockovaa and its licensors retain all intellectual property in it. See clause 10.
• A right to resell, sublicense, rent out, or run the software as a service for other businesses. That needs a separate written reseller agreement.
• Access to source code, unless a separate escrow or source agreement has been signed.
• A right to remove, obscure or alter copyright notices, licence keys or product identification in the software.

Managed Cloud is work we perform for you on an ongoing basis. It is not a second licence and it is not a resale of the software you already own. It is the operation, maintenance and support of your Stockovaa instance.

Included in the service fee

• Operating your Stockovaa instance on infrastructure we select, configure and maintain.
• Applying software updates and security patches, as described in clause 5.
• Automated backups and restore on request, to the schedule and retention stated in the Service Level Agreement.
• Issuing and renewing TLS certificates for the domains bound to your instance.
• Availability monitoring and alerting, with the availability commitment stated in the Service Level Agreement.
• DNS management for domains you connect, and certificate binding for custom domains.
• White-label branding controls, at the fullest level we offer.
• Support through the channels and to the response targets stated in the Service Level Agreement.

Not included unless separately agreed

• Custom software development, bespoke reports, or changes to the product for your business alone.
• Data migration from another system, beyond the initial migration quoted at onboarding.
• Staff training beyond the onboarding sessions in your order form.
• Integration work with third-party systems that we do not already support.
• Domain registration or renewal fees, and any third-party licence, gateway or messaging charges. These are passed through at cost or billed separately.
• On-site attendance, hardware supply, hardware repair, and anything on your own premises or network.

We may improve, re-architect or change the infrastructure and tooling behind the service at any time, provided we do not materially reduce the service levels we have committed to. Infrastructure choice is ours.

Managed Cloud accounts are provisioned manually by our team. There is no self-service sign-up, no automated checkout and no instant activation. Every account is set up by a person after a conversation with you.

How an account starts

• You send an enquiry, or we contact you directly.
• We scope the work with you and issue a written quotation or order form covering the licence position, the service fee, and any one-off migration or setup charges.
• You accept the quotation and settle the first invoice in line with its payment terms.
• We build and configure your instance, migrate the data agreed in the scope, and hand over credentials to the named account owner.

No account, instance, licence or credential is created by submitting an enquiry form. Nothing is charged until you have accepted a written quotation.

Your part in onboarding

• Nominating an account owner who can make decisions and receive credentials.
• Supplying the data to be migrated in a usable format, and checking it once migrated. You are responsible for the accuracy and legality of data you give us.
• Providing timely access to any domain, DNS or third-party account we need in order to complete the setup.

Keeping your software current is part of what you are paying for. It is also a security obligation we take on, so it is not optional while your service is active.

How we apply updates

• Security patches are applied as soon as we reasonably can after release, without waiting for a scheduled window, and without prior notice where the risk warrants it.
• Feature and maintenance releases are applied on a schedule we publish in the Managed Cloud portal. You can see the version you are on and what changed.
• Where a release changes how something works in a way your staff will notice, we will tell you before it is applied.
• We will not hold your instance back on an unsupported version. If you ask us to defer an update, we may agree for a limited period, and only where doing so does not create a security risk.

Maintenance windows

• Planned maintenance is scheduled for low-traffic hours and notified in advance in line with the Service Level Agreement.
• Emergency maintenance may be carried out at any time to protect security, integrity or availability. We will tell you as soon as practical.
• Planned maintenance inside a notified window does not count against the availability commitment.

Custom code and third-party extensions

If custom code, a plugin, an integration or a modification has been added to your instance, whether by us or by anyone else, it may prevent an update from being applied cleanly. We will tell you when that happens. Remediation of custom code is chargeable work unless a separate maintenance agreement covers it.

There are two kinds of money in this relationship, and they behave differently. Read this clause alongside the Refund Policy.

Billing terms

• All fees are stated and billed in Nigerian Naira (NGN, ₦) unless your order form says otherwise.
• Nigerian Value Added Tax of 7.5% applies and is itemised on every tax invoice.
• You remain responsible for any withholding or other tax that applies in your own jurisdiction, and fees are payable free of any such deduction.
• Invoices are due within the period stated on the invoice. Where no period is stated, they are due within 14 days of issue.
• The managed service fee renews automatically for a further term of the same length unless either of us gives notice under clause 12.

Changing the fee

• We may change the managed service fee at renewal, with at least 60 days written notice before the renewal date.
• If you do not accept a changed fee, you may decline renewal by giving notice before the renewal date, and clause 9 applies from the end of your paid term.
• We will not change the fee mid-term for a service already paid for, other than to reflect a change you have asked for, such as adding locations.

We run the service. You run the business inside it. These are the things only you can do, and the service depends on them.

Account and access

• Keep credentials confidential and give each member of staff their own account. Shared logins make an audit trail meaningless.
• Grant staff only the permissions they need, and remove access promptly when someone leaves.
• Tell us without delay if you suspect an account has been compromised.
• Keep the account owner and billing contact details current. Notices we send to a stale address still count as given.

Data and lawful use

• You are responsible for the accuracy and legality of the data you and your staff put into the system, including any personal data belonging to your customers, staff and suppliers.
• You must have a lawful basis for processing that personal data. As between us, you are the data controller. See the Data Processing Agreement.
• You must comply with the Acceptable Use Policy and make sure your staff do too.
• You are responsible for meeting the tax, invoicing and record-keeping obligations that apply to your own business. The software supports them. It does not discharge them.

Cooperation

• Give us the access and information we reasonably need to investigate an incident or complete a scheduled change.
• Report faults through the support channels in the Service Level Agreement rather than to an individual member of staff, so nothing is lost when somebody is away.
• Where you connect a domain you own, keep its registration current. We can manage DNS. We cannot stop a registrar deleting a domain you did not renew.

Our availability commitment, backup and restore commitments, support response targets, exclusions and the service credits payable if we fall short are all set out in the Service Level Agreement, which forms part of this agreement.

Service credits are your sole and exclusive financial remedy for a failure to meet a service level. They are applied against future managed service fees and are not paid out in cash. This does not limit your right to terminate for chronic failure under the Service Level Agreement.

This is the clause most Managed Cloud customers will want to read first, so it says the important part first. Your perpetual licence is not cancelled because you stopped paying for the managed service. What stops is the work we do, not the software you own.

The sequence, day by day

What you keep either way

• Your perpetual licence. It is unaffected by any of the stages above.
• The right to a complete export of your data at any time up to the end of the export window, at no charge, in a documented format.
• The right to run the licensed software yourself, or to have another provider run it for you, once the managed service ends. We will not withhold your data to stop you.
• Any licence keys or activation details needed to run the software outside Managed Cloud.

Reinstatement

• During grace or suspension, settling the outstanding amount restores the service. There is no reinstatement charge.
• During the export window, reinstatement is possible but is treated as a new provisioning job and is chargeable, because the instance has to be rebuilt and revalidated.
• After decommission, the data is gone. A new instance can be provisioned under your existing licence, but we cannot recover what has been deleted.

Ours

• Stockovaa and its licensors own the software, its source code, the documentation, the brand and everything we develop in delivering the service.
• Your perpetual licence is a licence to use. It transfers no ownership.
• Feedback and suggestions you give us may be used freely, without obligation or payment, to improve the product. We will not identify you as the source without asking.

Yours

• You own your data. Your products, customers, staff records, transactions, documents and settings remain yours throughout.
• You own your branding. Logos, colours and marks you upload stay yours, and you grant us only the licence needed to display them inside your own instance and its communications.
• We do not sell your data, and we do not use it to train anything. We use it to run your service and for no other purpose. See the Privacy Policy.

Aggregated and anonymised information

We may compile statistics about how the platform performs, provided the result cannot identify you, your business, your staff or your customers. We use it to run capacity planning and improve reliability. It is never sold and never shared in a form that could be traced back to you.

We may name you as a customer and use your logo in customer lists only with your prior written consent, which you may withdraw at any time.

What we warrant

• That we will perform the managed service with reasonable skill and care, using suitably competent people.
• That we will meet the service levels in the Service Level Agreement, or pay the credits stated there.
• That we have the right to grant the licence and provide the service described here.

What we do not warrant

• That the software will be free of every defect, or that it will meet a requirement you have not told us about.
• That the service will be uninterrupted. The Service Level Agreement states what we do commit to.
• That the software will make your business compliant with any law or tax regime. It is a tool used by your staff.
• The availability or performance of a third-party service you have asked us to integrate with, including payment gateways, messaging providers and registrars.

Limits on liability

• Neither of us is liable for indirect or consequential loss, loss of profit, loss of anticipated savings, loss of goodwill, or business interruption.
• Our total liability arising out of or in connection with this agreement in any 12-month period is limited to the managed service fees you paid us in the 12 months before the event giving rise to the claim.
• Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.
• A claim must be brought within 12 months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Indemnity

• You will indemnify us against claims arising from data you put into the system, from your use of the service in breach of the Acceptable Use Policy, and from your failure to hold a lawful basis for personal data you asked us to process.
• We will indemnify you against a third-party claim that the Stockovaa software, used as we supplied it, infringes that party's intellectual property rights, provided you tell us promptly, let us conduct the defence, and do not settle without our agreement.

Term

The managed service runs for the term on your order form and renews automatically for further terms of the same length until it is ended under this clause.

Ending it by choice

• You may decline renewal by giving us at least 30 days written notice before the renewal date. The service then runs to the end of the term you have paid for.
• We may decline renewal by giving you at least 90 days written notice before the renewal date. The longer notice on our side is deliberate, because moving a live business takes time.
• Notice is written when it is sent from or to the account owner's registered email address.

Ending it for cause

• Either of us may end this agreement immediately if the other commits a material breach and fails to remedy it within 30 days of being asked to in writing.
• We may suspend or end the service immediately for a serious breach of the Acceptable Use Policy, for activity that threatens the security or stability of the platform, or where required by law.
• Either of us may end this agreement immediately if the other becomes insolvent, enters administration or ceases to trade.

After it ends

• Your perpetual licence survives. Clause 9 applies in full.
• You may request a complete export of your data at no charge for 60 days after the service ends. We recommend requesting it before the last day of service, not after.
• Fees already invoiced for the term you used remain due. Refunds are governed by the Refund Policy.
• The clauses that are meant to survive do survive: intellectual property, confidentiality, limitation of liability, indemnity, governing law, and this clause.

• We may update these Terms. Material changes take effect 30 days after we notify the account owner by email and update the date on this page.
• If a material change is genuinely detrimental to you, you may end the managed service before it takes effect and we will refund the unused portion of your current term, calculated pro rata.
• Changes that are not material, such as correcting a typographical error or clarifying wording without changing meaning, take effect when published.
• Continuing to use the service after a change takes effect means you accept it.

The version in force is always the one published on this page, and the date at the top of this page is a real revision date, not the date you happened to load it.

Governing law

• This agreement is governed by the laws of the Federal Republic of Nigeria.
• The courts of Lagos, Nigeria have exclusive jurisdiction over any dispute arising out of or in connection with it.
• Before starting proceedings, both of us agree to raise the matter in writing and to spend 30 days trying to resolve it in good faith. Nothing in this stops either of us seeking urgent injunctive relief.

General

• Entire agreement. These Terms, together with your order form and the documents they incorporate, are the whole agreement between us on this subject and replace anything said beforehand.
• Severability. If a provision is held unenforceable, the rest stands and the provision is read down to the minimum extent needed to make it enforceable.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside our reasonable control, including a national network failure, a data-centre outage at a provider level, civil unrest or an act of government. This does not excuse a failure to pay.
• Assignment. We may assign this agreement to a successor of our business on notice to you. You may not assign it without our prior written consent, which we will not unreasonably withhold on a genuine sale of your business.
• Waiver. Not enforcing a right on one occasion does not waive it.
• No partnership. Nothing here creates a partnership, joint venture or employment relationship between us.
• Third parties. No one who is not a party to this agreement has any right to enforce it.