Terms of Service

These Terms of Service (“Terms”) form a binding agreement between IRISE GLOBAL TECH NETWORK, trading as IRISE ICT (“IRISE”, “we”, “us” or “our”), and the person or organisation that accesses the website, creates an account, submits an order, accepts a proposal, pays for or uses a service (“you”, “your” or “Customer”).

By using a service or indicating acceptance, you agree to these Terms and the applicable Privacy Policy. If you do not agree, do not access an account, submit data, make payment or use the service.

These Terms apply to iriseict.com, client-facing accounts, project and advisory services, custom software work, automation, API and cloud services, BestBulkSMS, Zena and any other IRISE service that incorporates them. Separate product terms may also apply.

• You must have legal capacity to enter this agreement or act through a parent, guardian or authorised representative.
• If you act for a company, school, institution or other organisation, you confirm that you have authority to bind it.
• You must provide accurate registration, billing and contact information and keep it current.
• You must not use a service if applicable law prohibits you from receiving or using it.

IRISE provides and supports technology services that may include:

Service descriptions on the website are general. Features, capacity, support, implementation, pricing and delivery dates become binding only when confirmed in an applicable service document or active product plan. Demonstrations, mock-ups, roadmaps, beta features and statements of future direction are illustrative and are not guaranteed commitments unless expressly stated in writing.

Order of precedence

Unless a document expressly states otherwise, the order of precedence is: (1) signed master or project agreement; (2) data-processing or service-level addendum; (3) statement of work, order form or accepted proposal; (4) product-specific rules or plan; (5) these Terms; and (6) website descriptions.

• A website inquiry or quote request is a request for discussion and does not by itself require IRISE to accept or deliver a project.
• A quotation or proposal remains subject to its validity period, assumptions, exclusions, dependencies and payment schedule.
• A project begins only after the required acceptance, information, access and initial payment have been received.
• Timelines depend on timely Customer decisions, content, credentials, approvals, third-party access and payments.
• Work outside the agreed scope requires a written change request, revised fee, timeline adjustment or separate order.
• Delays caused by the Customer or a third party may move delivery dates and may require remobilisation fees where stated in the service document.

The Customer is responsible for reviewing deliverables within the agreed acceptance period and providing specific written feedback. A deliverable may be treated as accepted where it is approved, used in production, paid for as an accepted milestone, or not rejected with material reasons within an agreed review period.

You are responsible for activity performed through your account, authorised users, API keys and access credentials, except to the extent caused by IRISE’s proven breach of its obligations.

• Use unique, strong credentials and do not share passwords or secret API tokens through insecure channels.
• Assign only the permissions each user requires and promptly remove access when a role changes or employment ends.
• Do not allow another person or organisation to use an account contrary to the applicable plan or licence.
• Notify IRISE immediately of suspected compromise, unauthorised use, lost credentials or incorrect account ownership.
• IRISE may require identity, organisation or payment verification before enabling sensitive functions.

We may rely on instructions received from an authenticated administrator or authorised contact until you notify us that the authority has changed and we have had reasonable time to apply that change.

• Fees are stated in the applicable invoice, proposal, order, product plan or account interface and may exclude taxes, gateway charges, carrier costs or third-party fees unless expressly included.
• You must pay each amount by the due date and using an approved payment channel. Payment is complete only when cleared and confirmed in our records.
• Deposits and milestone payments may be required to reserve resources, purchase third-party services or begin work.
• Fees for completed work, consumed messaging, activated subscriptions, purchased third-party resources or delivered milestones are not refundable except where required by law or expressly agreed in writing.
• A genuine billing dispute must be raised promptly with the relevant invoice, transaction reference and supporting details.
• You remain responsible for lawful taxes, levies, withholding documentation and bank or payment-provider charges applicable to your transaction.

Wallets, credits and prepaid services

Product wallets or credits are service balances, not bank deposits or stored-value accounts. Their use, validity, transferability, minimum funding, deductions, reversals and refunds are governed by the relevant product rules and applicable law. Usage charges may be deducted when a request is accepted, queued, routed, transmitted or otherwise processed as defined by the product.

Price changes

We may adjust prospective prices to reflect carrier rates, exchange rates, taxes, infrastructure, supplier charges or service changes. New prices do not retroactively alter a fixed fee already confirmed for completed work, but may apply to renewals, new orders, new usage or out-of-scope work after reasonable notice where practicable.

You are responsible for:

• providing accurate requirements, content, data, contacts, credentials and approvals needed for delivery;
• ensuring you have all rights, notices, consents, licences and lawful bases required for data and content you submit;
• reviewing configuration, permissions, recipients, fees, outputs, reports and deliverables before operational use;
• maintaining appropriate internal controls, devices, internet access, user training and business continuity arrangements;
• keeping independent copies of source content and critical business records unless backup services are expressly included;
• complying with laws, regulatory rules, industry codes, telecom requirements and third-party terms applicable to your activities; and
• cooperating reasonably with security investigations, abuse reports, payment reviews and service migrations.

You must not use the website or any service to:

• break a law, regulation, court order, telecom rule, intellectual-property right, privacy right or contractual restriction;
• send spam, deceptive promotions, unlawful marketing, phishing, impersonation, harassment, threats, hate content or fraudulent communications;
• distribute malware, exploit code, stolen credentials, harmful files or content intended to compromise a system or person;
• probe, scan, bypass, overload, reverse engineer or interfere with security, authentication, rate limits, access controls or service integrity;
• use false identity, misleading sender details, unauthorised domains, forged headers or manipulated delivery information;
• collect, scrape, export or process personal data without authority or for an incompatible purpose;
• resell, sublicense or share a service except under an approved reseller, partner or multi-tenant arrangement;
• use a service for emergency dispatch, medical life support, public-safety control or another safety-critical purpose without a written agreement and independent fail-safe systems; or
• assist another person to carry out any prohibited activity.

We may investigate suspected abuse and may preserve or disclose relevant records where permitted or required by law. Customers must respond promptly to complaints, opt-out requests and compliance inquiries.

Recipient authority and lawful messaging

You must have a valid lawful basis to contact every recipient and must respect consent, opt-out, do-not-disturb, sender-identification, consumer-protection and sector-specific requirements. Buying, scraping or using an unverified contact list does not establish permission.

Content and sender identity

You are solely responsible for message content, recipient selection, timing, sender identity and campaign purpose. Sender IDs may require review, registration, evidence of brand authority or carrier approval and may be suspended if misleading, disputed or non-compliant.

Routing, delivery and charging

Message delivery depends on carrier networks, recipient status, routing, filtering, device conditions, number validity, content rules, sender approval and third-party infrastructure. A submitted or accepted message is not a guarantee of handset delivery. Delivery reports reflect information available from downstream systems and may be delayed, incomplete or revised.

Charges may be based on destination, route, network, message length, encoding, number of SMS units, product tier, carrier rate or other published pricing criteria. You must review estimated units and cost before sending and maintain sufficient wallet balance.

OTP and transactional use

You must design reasonable expiry, retry, rate-limit, fraud and fallback controls. Messaging should not be the sole control for a high-risk transaction where additional authentication is reasonably necessary.

A participating school or education organisation is responsible for its institutional records, admissions, fees, academic decisions, staff actions, parent communications and use of the platform. IRISE provides the configured technology service and does not replace the school’s legal, academic, safeguarding, accounting or regulatory responsibilities.

• The school must appoint authorised proprietors or administrators and maintain accurate user roles and permissions.
• The school must provide required privacy notices and establish lawful authority for applicant, student, staff, parent and guardian data, including data relating to minors.
• The school is responsible for the accuracy of admissions, balances, receipts, results, attendance, notices and other entries made by its users.
• Enabled modules, school domains, user limits, storage, support and subscription status depend on the applicable plan or order.
• IRISE may act on documented instructions from an authorised school administrator and may require verification before changing ownership, domains or high-privilege access.
• The school must export or request return of required records before termination within any period stated in the applicable agreement.

A dedicated school-facing domain or branded interface does not transfer ownership of the underlying Zena platform, source code, shared infrastructure or IRISE service components.

• Use APIs only through documented endpoints, credentials, formats, limits and authorised environments.
• Do not expose secret keys in public code, client-side applications, repositories, screenshots or support messages.
• Implement error handling, retries, idempotency, rate limits, validation, logging and security appropriate to the integration.
• We may rotate credentials, deprecate unsafe methods, change versions or impose limits where necessary for security, stability or third-party compatibility.
• You are responsible for third-party systems and credentials you ask us to connect, including their licensing, availability and terms.

Sample code, technical guidance and documentation are provided to support implementation but must be tested in the Customer’s environment. Production use remains subject to the applicable service plan, security requirements and dependency behaviour.

As between the parties, the Customer retains its rights in data and content it lawfully submits to the service (“Customer Content”). You grant IRISE a limited, non-exclusive right to host, copy, transmit, transform, display, back up and otherwise process Customer Content only as necessary to provide, secure, support and improve the contracted service, comply with law and enforce the agreement.

You represent that Customer Content and your instructions:

• are accurate enough for the intended use and do not infringe another person’s rights;
• have been collected and disclosed with all required permissions, notices and lawful bases;
• do not contain malware, unlawful material or data you are prohibited from processing; and
• may lawfully be processed by IRISE and the necessary service providers and delivery partners.

We may remove, quarantine, restrict or decline Customer Content where reasonably necessary to address malware, legal demands, infringement claims, security risk, abuse or a material breach of these Terms.

IRISE and its licensors retain all rights in the website, product platforms, source code, shared frameworks, APIs, architecture, templates, libraries, documentation, interfaces, trademarks, know-how, processes and improvements, except for rights expressly transferred in a signed agreement.

Subject to payment and compliance, we grant you a limited, revocable, non-exclusive, non-transferable right to use the applicable hosted service or deliverable for the agreed internal or customer-facing purpose during the service term. You may not copy, sell, sublicense, decompile, remove ownership notices from or create a competing service from IRISE materials except where law expressly permits or a written agreement authorises it.

Custom deliverables

Ownership of custom source code, design files, domain assets and project deliverables is governed by the signed proposal or project agreement. Unless expressly transferred, pre-existing IRISE tools, reusable components, platform code, general methods and third-party materials remain with their existing owners. Any transfer may be conditional on full payment.

Feedback

You may provide suggestions voluntarily. Unless agreed otherwise, IRISE may use non-confidential feedback to improve services without payment or restriction, provided we do not publicly identify you as the source without permission.

Each party may receive non-public business, technical, security, financial or operational information from the other. The receiving party must use confidential information only for the agreement, protect it with reasonable care and disclose it only to personnel, advisers and contractors who need it and are subject to appropriate confidentiality duties.

Confidential information does not include information that the receiving party can show was already lawfully known, independently developed without use of the information, received lawfully without a duty of confidentiality, or made public without breach. A legally required disclosure may be made after giving notice where lawful and reasonably practicable.

We aim to operate dependable services but do not promise uninterrupted or error-free availability unless a signed service-level agreement states a specific commitment. Maintenance, upgrades, emergency fixes, internet conditions, attacks, carriers, cloud providers, power, payment networks and other dependencies may affect access or performance.

• Support channels, response targets and operating hours depend on the applicable service plan.
• We may perform planned or emergency maintenance and will provide notice where reasonably practicable.
• You must provide logs, steps to reproduce, affected identifiers and authorised access reasonably needed to investigate a fault.
• Support does not include unauthorised modifications, unsupported environments, third-party defects or new development unless agreed.

We may restrict or suspend access where reasonably necessary to:

• prevent or contain a security incident, fraud, abuse, spam, unlawful content or material platform risk;
• respond to a carrier, payment provider, regulator, court or other lawful instruction;
• address overdue undisputed fees or an exhausted wallet or subscription;
• protect another customer, recipient, school, user, network or third-party service;
• perform urgent maintenance or comply with changed technical requirements; or
• address a material breach that is not cured after notice where notice is reasonably possible.

We will limit a suspension to what is reasonably necessary and restore access when the underlying issue is resolved, subject to law, payment, technical feasibility and any required verification.

We may improve, replace, discontinue or alter a feature. For a material change to a paid core service, we will provide reasonable notice where practicable and honour any express contractual commitments.

Services may depend on telecommunications networks, registries, payment gateways, banks, cloud and hosting providers, email services, security tools, software libraries, social platforms or other third parties. Their terms, pricing, availability, restrictions and technical changes may affect the service.

Unless expressly included in our service document, IRISE does not control and is not responsible for a third party’s independent service, decision, outage, data practice or content. We may replace a provider or route where reasonably necessary to maintain security, legality or service continuity.

IRISE will perform contracted professional services with reasonable skill and care and will provide hosted services substantially in accordance with the applicable service documents. If we breach an express service warranty and you notify us promptly with sufficient details, our first obligation is to use reasonable efforts to correct or reperform the affected service.

To the maximum extent permitted by law, services, website content, beta features, samples and third-party integrations are otherwise provided “as available” and without implied warranties of uninterrupted operation, merchantability, fitness for a particular purpose, non-infringement or a particular business, financial, academic, delivery, ranking or regulatory result.

Nothing in these Terms excludes a warranty, guarantee or consumer right that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, exemplary or consequential loss, or for lost profit, revenue, opportunity, goodwill, anticipated savings or data, arising from the agreement even if the possibility was known.

Subject to the exclusions below, IRISE’s aggregate liability arising from a paid service will not exceed the fees actually paid to IRISE for the affected service during the twelve months immediately before the event giving rise to the claim. Liability arising solely from free website access is limited to the maximum extent permitted by law.

The limitations do not apply to the extent liability cannot lawfully be limited, including for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by negligence where applicable law prohibits limitation;
• wilful misconduct or gross negligence where such limitation is prohibited;
• an obligation to pay undisputed fees;
• infringement or misuse of the other party’s intellectual property or confidential information; or
• data-protection or consumer rights that cannot lawfully be excluded or limited.

Each party must take reasonable steps to mitigate loss. No claim may be brought after the applicable legal limitation period.

To the extent permitted by law, you will defend, indemnify and hold IRISE and its personnel harmless from third-party claims, penalties, losses and reasonable costs arising from your Customer Content, unlawful messaging, lack of recipient authority, misuse of personal data, infringement, fraud, prohibited activity, or material breach of these Terms.

IRISE will provide reasonable notice of an indemnified claim and allow you to control the defence, provided you do not settle in a way that admits fault by IRISE, imposes non-monetary obligations on IRISE or fails to protect IRISE’s interests without our written consent.

These Terms continue while you access or use a service. A subscription or project may be terminated according to its service document, or by either party for a material breach not cured within a reasonable stated period. Immediate termination may occur for serious illegality, fraud, security abuse, repeated spam, insolvency risk, sanctions or conduct likely to cause material harm.

On termination:

• your right to use the affected service ends, except for any authorised wind-down or export period;
• outstanding fees and charges for work performed or usage incurred become payable;
• each party must return or protect confidential information as required by the agreement;
• Customer data will be returned, exported, retained or deleted according to the applicable service document, legal duties and backup lifecycle; and
• provisions intended by their nature to survive—including payment, confidentiality, intellectual property, liability, indemnity and dispute provisions—remain effective.

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemic, war, civil disturbance, labour action, internet or power failure, cyberattack by a third party, government action, carrier outage, payment-network disruption, supplier failure or cloud-service interruption, provided the affected party uses reasonable efforts to reduce the impact and resumes performance when practicable.

Force majeure does not excuse payment already due for services supplied or usage incurred.

These Terms and non-contractual obligations connected with them are governed by the laws of the Federal Republic of Nigeria, without prejudice to any mandatory consumer or data-protection rights that apply to you.

Before commencing formal proceedings, each party should give written notice describing the dispute and allow at least thirty days for good-faith discussions, unless urgent injunctive relief, a legal deadline, security incident or regulatory duty requires earlier action. Unresolved disputes are subject to the jurisdiction of courts of competent jurisdiction in Nigeria, unless the parties agree in writing to mediation or arbitration.

We may update these Terms to reflect changes in law, products, security, infrastructure, providers or business operations. The updated version will be posted with a revised “Last updated” date. Material changes affecting an active paid service will be communicated through the service, account or direct contact where reasonably practicable.

Changes apply prospectively from the stated effective date. Continued use after that date constitutes acceptance, except where a signed agreement requires another amendment process or applicable law requires express consent.

• Entire agreement: the applicable service documents and these Terms constitute the agreement concerning the service and replace prior discussions on the same subject.
• Severability: if a provision is unenforceable, it will be adjusted or removed only to the minimum extent necessary, and the remaining provisions continue.
• No waiver: failure to enforce a provision is not a waiver of that provision or a later breach.
• Assignment: you may not assign the agreement without our written consent. We may assign it as part of a restructuring, financing, merger, sale or transfer of the relevant business or service, subject to applicable law.
• Independent parties: the agreement does not create employment, partnership, agency, fiduciary or joint-venture status.
• No third-party beneficiaries: no other person may enforce the agreement unless it expressly says otherwise.
• Electronic communications: notices, approvals, invoices and agreements may be sent or accepted electronically where legally permitted.
• Headings: headings are for convenience and do not limit interpretation.

Contract, billing or legal notices to IRISE should be sent to info@iriseict.com with a clear subject, your organisation or account name, the affected service and relevant reference number. A notice is treated as received when it reaches the designated system and can reasonably be accessed, subject to any different notice method in a signed agreement.