1. INTRODUCTION

These terms and conditions of use and service (“Terms”) contained herein on this webpage is a legal agreement between you (“you”, “User”) and The Wholistic Work Company(“Wholistic.Work” “we”, “our” or “us”). These Terms shall govern your access to and use of our Services which include the use of our platform and web application (“Platform”). Note that these Terms apply to you whether you are only visiting the website or have registered to be a user of the Services.These Terms apply in full force and effect to your use of the Services and by using this Services, you expressly accept all terms and conditions contained herein in full and without limitation or qualification, including our Data Protection and Privacy Policy. We oblige you therefore to thoroughly read these Terms carefully before agreeing to be bound by them. You must not use any of the Services if you have any objection to any of these Terms.

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2. ELIGIBILITY

By signing on to use our Services, you are warranting that you are not a person or corporate entity barred from receiving the Services under the laws of the applicable jurisdiction. You also undertake and agree to provide us with information that is accurate, and not to misrepresent your identity or your user information. You are only entitled to access and use the Services for lawful purposes. 

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, by accessing the Services from other locations, you do so on your initiative and you are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

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3. AGE RESTRICTION

Our Services are directed to people from the ages of 18 and above. You are only permitted to use the Services if you are (a) aged 18 or older; and (b) you have not previously been suspended or removed from the Services. We do not knowingly engage people younger than the age of 18. If as a parent or guardian, you become aware that your child or ward child has provided us with any information without your consent, please contact us through the details provided in these Terms. If you are an entity, organisation, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms and you agree to be bound by these Terms.

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4. PROVISION OF SERVICES‍

A. The Service

Wholistic.Work provides a multi-tenant SaaS platform designed to streamline project management for service providers, enabling them to view and manage client projects comprehensively. 

We provide value to our Users via the following approach:

• Organisation Management: Our platform allows you to manage your organisation, including clients, internal and external teams, and project requests.‍
• Client and Project Management: Onboard new clients, assign projects, and manage resources.‍
• Project Management: View and manage all project documentation, integrate with file and email systems, and generate routine reports.‍
• Invoice Creation: You are able to create, send, and track professional invoices effortlessly.‍
• Integration: Integrate with Google Drive, Gmail, OpenAI, Slack, SendGrid/Mailbluster, and Firebase for seamless project and notification management.‍
• Artificial Intelligence: Utilise AI for continuous project analysis and actionable prompts.‍
• Utilities: Manage users, notifications, roles, permissions, subscriptions, and audit trails.

B. Access to the Services 

In order to access and use the Services, you will need to use our web or platforms where you will register, input the required details and create an account with us. The platform will also require access to certain features of your smartphone/device and the information that will be stored on its database. To use our Services, you must grant voluntary access to these features.

As part of registration, you may be required to undertake a verification process to verify your phone number and set up the account.We shall have the right to display the information, feedback, ratings, reviews etc. provided by you on the Platform. You agree and accept that as of the date of your registration on the Platform, the information provided by you is complete, accurate and up-to-date. In the event of any change to such information, you shall be required to promptly inform us of the same, in writing, at least 7 (seven) days prior to the date on which such change shall take effect. You acknowledge and accept that we have not independently verified the information provided by you.

We shall in no way be responsible or liable for the accuracy or completeness of any information provided by you. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your Account (defined below) and refuse any and all current or future use of the Platform (or any portion thereof) at any time.We may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) to you or subject to other conditions that we may impose in our discretion, without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the paying Users in enjoying that Service.

C. Your Use of Our Services

Subject to your compliance with these Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to: (i) Access the Services; and (ii) Download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use or internal business purpose. We oblige you therefore to thoroughly review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the: (i) rights you give us and (ii) obligations you have when you post or upload any content through the Services.

D. Submissions

By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. By sending us Submissions through any part of the Services, you:

1. Confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading,

2. To the extent permissible by applicable law, waive any and all moral rights to any such Submission,

3. Warrant that any such Submissions are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and

4. Warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of: (i) this section, (ii) any third party’s intellectual property rights, or (iii) applicable law.

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5. LICENSE TO USE OUR PLATFORMS

We grant you a non-assignable, non-exclusive and revocable license to use our web and any of our platforms in the manner permitted by these Terms. This license grant includes all updates, upgrades, new versions and replacement platforms for you to use in connection with our Services. The Services are protected by copyright, trademark, and other laws of both Nigeria and foreign countries. For emphasis, nothing in these Terms gives you a right to use our name or any of our trademarks, logos, domain names, and other distinctive brand features. All rights, title and interest in and to the Services are and will remain our and/or licensors’ exclusive property. You also agree not to alter, re-design, reproduce, adapt, display, distribute, translate, disassemble, reverse engineer, or otherwise attempt to create any source code that is derived from our Platform.

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6. PURCHASES AND PAYMENT 

We accept the following forms of payment:

Electronic Payment
You agree to provide accurate and up-to-date purchase and account information for all transactions made for our services. Sales tax will be added to the purchase price as required. Prices may change at any time. All payments for services will be processed through the payment gateway. We reserve the right to change our service prices at any time.While some features of our platform may be free, paid subscriptions require payment of the amount indicated at the time of subscription. Payments are non-refundable, and there are no refunds for partially used subscription periods.

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7. SUBSCRIPTION ‍

While some features of our Platform may be free, paid subscriptions require payment of the amount indicated at the time of subscription. Payments are non-refundable, and there are no refunds for partially used subscription periods.

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle can vary and may be monthly, quarterly, or annually.We may, from time to time at our sole discretion make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

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8. THIRD PARTY SERVICES AND LINKED WEBSITES 

Our Platform may also contain links to third-party websites or resources. You acknowledge and agree that Wholistic.Work is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Wholistic.Work of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources. Please be sure to review the terms of use and privacy policy of any third-party services before you share any user content or information with such third-party services. Once sharing occurs, Wholistic.Work will have no control over the information that has been shared.

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9. PERSONAL SECURITY

You also agree to maintain the security of your details and account and promptly notify us if you discover or suspect that someone has accessed your account without your authorisation. Your username and password are personal to you and may not be shared with any third parties. You are responsible for all activities that occur regarding your details or otherwise under your account.

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10. FEEDBACK 

We respect and appreciate the thoughts and comments from our Users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Wholistic.Work an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

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11. INTELLECTUAL PROPERTY 

Unless otherwise stated, we are the owner or licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). 

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in Nigeria and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your personal, non-commercial use or internal business purpose only. Except as expressly set out in these Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, reverse-engineered, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 

If you wish to make any use of the Services, Content, or Marks other than as set out in these Terms, please address your request to: support@wholistic.work. If we ever grant you permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

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12. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (i) you have the legal capacity and agree to comply with these Terms; (ii) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise; (iii) you will not use the Services for any illegal or unauthorised purpose; and (iv) your use of the Services will not violate any applicable law or regulation.

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13. WARRANTY DISCLAIMER

WE TRY TO KEEP OUR WEBSITE AND SERVICES AVAILABLE AT ALL TIMES, BUG-FREE AND SAFE, HOWEVER, YOU USE IT AT YOUR OWN RISK. WE PROVIDE THE WEBSITE AND THE CONTENT “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND (INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT OUR WEBSITE, PLATFORM, MOBILE APP, PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUR WEBSITE OR MOBILE APP WILL BE 100% FRAUD OR FAIL PROOF, REMAIN FREE FROM ANY INTERRUPTION, BUGS, INACCURACIES, AND ERROR FREE. YOUR USE OF OUR SERVICES ARE AT YOUR OWN RISK AND YOU ALONE WILL BE RESPONSIBLE FOR ANY DAMAGE THAT RESULTS IN THE LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM OUR WEBSITE, PLATFORM OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED. WE WARRANT THAT WE SHALL USE OUR BEST ENDEAVOURS TO ENSURE THAT THE SERVICE OPERATES OPTIMALLY AT ALL TIMES IN ACCORDANCE WITH BEST INDUSTRY STANDARDS.

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14. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCE SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RESULTING FROM REVENUE LOSS, PROFIT LOSS, USE, DATA, GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER INTANGIBLE LOSSES (WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH) ARISING OUT OF OUR WEBSITE OR SERVICES (INCLUDING, WITHOUT LIMITATION TO INABILITY TO USE, OR ARISING FROM THE RESULT OF USE OF OUR WEBSITE, PLATFORM OR SERVICES) WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, TORT, CONTRACT, STATUTE OR ANY OTHER LEGAL THEORY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS ON THE SCOPE AND DURATION OF SUCH WARRANTIES, SO THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU IN THEIR ENTIRETY BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

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15. INDEMNIFICATION

You hereby indemnify us and undertake to keep us, our staff and affiliates indemnified against any losses, damages, costs, liabilities and expenses (including without limitation reasonable legal fees and expenses) arising out of or in any way related to:

1. your access to, use of, or inability to use your account or the Services;
2. your breach or alleged breach of this Agreement;
3. your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of your employees, contractors, or agents, or a breach of any contracts or other relationships between you and third parties;
4. your violation of any applicable law; or 
5. your failure to provide and maintain true, accurate, current and complete information in your account. 

You shall cooperate as fully as reasonably required in the defense of any such claim. Wholistic.Work reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Wholistic.Work. For the avoidance of doubt, this indemnification, defence and hold harmless obligation will survive these Terms of Service and the termination of your use of the Services.

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16. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Prohibited activity includes, but is not limited to:

1. Engaging in any unauthorised framing of or linking to the Services,
2. Interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services, 
3. Attempting to impersonate another user or person or use the username of another user,
4. Selling or otherwise transferring your profile,
5. Using any information obtained from the Services in order to harass, abuse, or harm another person,
6. Deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or in any way making up a part of the Services,
7. Attempting to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services,
8. Harassing, annoying, intimidating, or threatening any of our employees or agents engaged in providing any portion of the Services to you, and 
9. Using the Services in a manner inconsistent with any applicable laws or regulations.
10. Force Majeure 

Under no circumstances shall we be held liable for any delay or failure or disruption of the content or services delivered through our Web and platforms resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

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18. BREACHES OF THESE TERMS

Without prejudice to other rights accruable to us under these Terms, any breach of these Terms will warrant our institution of such measures that we deem appropriate to deal with the breach, which may include but shall not be limited to suspending or prohibiting your access to and/or use of our website and other platforms, blocking computers using your IP address from accessing our website or other platforms, contacting your internet service provider to request that they block your access to our website or other platforms and/or bringing court proceedings against you.

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19. PRIVACY POLICY

Please read our Data Protection and Privacy Policy (“Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

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20. UPDATES, MODIFICATIONS AND AMENDMENTS 

We reserve the right to update, modify, change or revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will always be on this page and will continue to govern our relationship with you. We advise that you check this page often, referring to the date of the last modification on the page. We will also try to notify you of any material changes which could be done via email associated with your account or service notification. By continuing to use our Services after the changes become effective, you agree to be bound by the revised Terms.

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21. NOTICES 

All legal notices or demands to or upon us shall be made in writing and sent to us personally, by courier, certified mail, to our registered address on our website and our contact e-mail in the “Contact Us” clause below.  All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, or email to the last-known correspondence, fax or email address provided by the User. You agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically satisfy the legal requirement that such communication should be in writing.

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22. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use shall be interpreted and governed by the laws currently in force in Nigeria. We shall try to settle all disputes amicably. Any dispute arising out of these Terms which cannot be settled, by mutual agreement/negotiation within 1 (one) month shall be referred to the exclusive jurisdiction of a Court of competent jurisdiction in Nigeria. 

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23. CONTACT US

If you have any complaints, feedback and/or questions about us, our Services and/or these Terms, you may contact us at support@wholistic.work.

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24. EFFECTIVE DATE 

This Terms of Use and Service is effective this 26th day of July 2024.