Terms of Service

These Terms apply to business customers of MaiGuard. If you sign a separate master agreement or order form, those documents may supplement or override these Terms as stated in your contract.

These Terms of Service (“Terms”) govern access to and use of the Services offered by Maiguard Sentinel Limited (trading as “MaiGuard”), a registered subsidiary of Lyrisoft Technologies Limited (“MaiGuard”, “we”, “us”, “our”). The customer entity accepting these Terms (“Customer”, “you”, “your”) may be referred to with MaiGuard as the Parties.

By creating an account, executing an order form, or otherwise indicating acceptance (including clicking “I agree” where presented), you agree to these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that company.

1. Definitions

“Agreement” means these Terms together with any order form, statement of work, SLA, DPA, and documents expressly incorporated by reference.

“Customer Data” means data, content, or materials that Customer (or its users) submits to the Services, including transaction payloads and configuration.

“Documentation” means MaiGuard’s technical and user documentation made available for the Services (e.g. API reference, integration guides).

“Services” means the MaiGuard cloud platform (including APIs, dashboards, and related features) provided to Customer under the Agreement, as described in the Documentation and order form.

“Users” means individuals authorised by Customer to access the Services (e.g. administrators, developers).

2. The Services

2.1 MaiGuard will provide the Services in accordance with the Agreement, the applicable Service Level Agreement (“SLA”) if referenced on an order form, and the Documentation.

2.2 MaiGuard may modify the Services (including to add or retire features) provided the change does not materially reduce core functionality of paid plans without reasonable notice, except for security, legal, or abuse reasons where immediate change may be required.

2.3 Beta or preview features are provided “as is” without warranty or SLA commitment unless expressly stated otherwise in writing.

3. Accounts and access

3.1 Customer must provide accurate registration information and keep it current.

3.2 Customer is responsible for: (a) Users’ compliance with the Agreement; (b) credentials and API keys; (c) all activity under Customer’s account except where caused by MaiGuard’s gross negligence or wilful misconduct.

3.3 Customer must notify MaiGuard promptly of any unauthorised access or security incident related to Customer’s account.

4. Customer obligations and acceptable use

4.1 Customer will use the Services only for lawful purposes and in accordance with the Documentation.

4.2 Customer must not (and must not permit Users to): (a) probe, scan, or test vulnerabilities except under a signed penetration-test agreement; (b) overload or attack the Services; (c) attempt to access another tenant’s data; (d) reverse engineer the Services except where mandatory law allows; (e) use the Services to send spam or malware; (f) infringe third-party rights.

4.3 Customer represents that it has all rights and lawful bases necessary to submit Customer Data, including personal data relating to end users, and that Customer’s instructions to MaiGuard do not violate law.

4.4 Customer operates primarily in or into African markets (where applicable) and remains responsible for local licensing, AML, and privacy obligations toward its customers and regulators.

5. Customer Data and privacy

5.1 As between the Parties, Customer retains all rights to Customer Data (subject to licences in Section 6).

5.2 Processing of personal data in Customer Data is governed by the DPA when executed or when these Terms incorporate the DPA by reference. MaiGuard’s Privacy Policy describes MaiGuard’s own processing as a controller where applicable (e.g. account and billing data).

5.3 MaiGuard will process Customer Data only to: (a) provide and secure the Services; (b) comply with law; (c) improve aggregated or de-identified analytics that do not identify Customer or individuals, unless Customer opts out where such opt-out is offered in writing.

5.4 Data retention practices are as described in MaiGuard’s published retention policy and Customer’s plan; deletion after termination is subject to the DPA and Section 14.

6. Licence and intellectual property

6.1 MaiGuard grants Customer a non-exclusive, non-transferable (except as permitted in Section 18) right during the subscription to access and use the Services for Customer’s internal business purposes, subject to the Agreement.

6.2 MaiGuard and its licensors own the Services, software, brands, and Documentation. No rights are granted except as expressly stated.

6.3 Customer grants MaiGuard a non-exclusive licence to host, process, and display Customer Data only as needed to provide the Services and meet Section 5.

6.4 Feedback Customer provides may be used by MaiGuard without restriction or obligation, except where precluded by law.

7. Fees and payment

7.1 Fees, billing cycle, and taxes are set out on the order form or checkout. Unless stated otherwise, fees are non-refundable except where mandatory law requires.

7.2 Taxes are Customer’s responsibility other than MaiGuard’s income taxes. MaiGuard may add withholding or VAT as required by law.

7.3 Late payment may result in interest, suspension of Services, or termination as stated on the order form or as otherwise communicated in writing (including reasonable late-payment charges where permitted by law).

8. Confidentiality

8.1 Each Party may receive Confidential Information of the other. The receiving Party will use reasonable care (at least the same as for its own similar information) and use Confidential Information only for the Agreement.

8.2 Exclusions: information that is public without breach, already known, independently developed, or lawfully received from a third party.

8.3 Compelled disclosure: The receiving Party may disclose if legally required, with prompt notice to the other Party where allowed.

9. Warranties and disclaimer

9.1 Mutual: Each Party represents it has power and authority to enter the Agreement.

9.2 MaiGuard: MaiGuard warrants that it will provide the Services materially in accordance with the Documentation. Exclusive remedy for breach of this warranty (unless otherwise in the SLA) is re-performance or credit at MaiGuard’s reasonable choice.

9.3 Disclaimer: Except as expressly stated, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, MaiGuard disclaims all implied warranties (including merchantability, fitness for a particular purpose, and non-infringement). MaiGuard does not warrant uninterrupted or error-free operation or that all issues will be corrected.

10. Limitation of liability

10.1 Nothing in the Agreement excludes or limits liability that cannot be limited by law: death, personal injury, fraud, wilful misconduct, or other non-waivable claims.

10.2 Subject to 10.1: neither Party is liable for indirect, consequential, special, punitive, or exemplary damages, or loss of profits, revenue, goodwill, or data (except breach of confidentiality or DPA where data loss is direct).

10.3 Subject to 10.1: MaiGuard’s aggregate liability arising from the Agreement in any twelve (12) month period is limited to fees paid by Customer to MaiGuard for the Services in that period.

10.4 The SLA states exclusive remedies for availability failures where applicable.

11. Indemnity

11.1 Customer will defend and indemnify MaiGuard and its affiliates, officers, and employees against third-party claims arising from: (a) Customer Data or Customer’s instructions; (b) Customer’s breach of the Agreement or law; (c) disputes between Customer and its end users.

11.2 MaiGuard will defend and indemnify Customer against third-party claims that the Services (as provided, unmodified) infringe a third-party IP right, subject to: prompt notice, cooperation, and MaiGuard’s right to control defence and settlement. If the Services are enjoined, MaiGuard may modify, replace, or terminate the affected portion and refund prepaid fees for the unused period for that portion.

11.3 IP indemnity excludes claims from: (a) combinations with non-MaiGuard materials; (b) modifications not by MaiGuard; (c) Customer’s breach of the Agreement.

12. Third-party services

The Services may integrate with third-party services chosen by Customer. MaiGuard is not responsible for those services. Their use is subject to the third party’s terms.

13. Compliance and export

13.1 Each Party will comply with applicable sanctions and export laws. Customer must not use the Services in prohibited jurisdictions or for prohibited end users.

13.2 Customer must not submit classified or illegal content to the Services.

14. Term, suspension, and termination

14.1 The Agreement begins on acceptance and continues for the subscription term on the order form, renewing as stated there unless either Party gives non-renewal notice per the order form.

14.2 MaiGuard may suspend access if: (a) Customer is in material breach (including non-payment); (b) security or abuse risk; (c) legal requirement—where practicable with notice, except where notice would harm investigation or law.

14.3 On termination, Customer’s right to use the Services ceases. MaiGuard will delete or return Customer Data per the DPA and Data Retention Policy. Provisions that by their nature should survive (including fees owed, confidentiality, liability limits where allowed, and indemnity) survive.

15. Changes to these Terms

MaiGuard may update these Terms by posting a revised version and updating the “Effective date” (and, where required, notifying Customer by email or dashboard). Material adverse changes may allow termination within thirty (30) days of notice if Customer objects in writing, except changes required by law. Continued use after the effective date of non-objectionable updates constitutes acceptance.

16. Force majeure

Neither Party is liable for delay or failure due to events beyond reasonable control (including natural disasters, war, riots, failure of public networks, or cloud provider outages), provided it uses reasonable efforts to mitigate and notify the other Party.

17. Governing law and disputes

17.1 The Agreement is governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law rules.

17.2 Subject to mandatory protections where applicable, the Parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

17.3 Injunctive relief may be sought in any court of competent jurisdiction to protect IP or Confidential Information.

18. General

18.1 Entire agreement: The Agreement (Terms, order form, SLA, DPA) is the entire agreement on its subject and supersedes prior discussions.

18.2 Assignment: Customer may not assign without MaiGuard’s consent (not unreasonably withheld for a bona fide corporate reorganisation). MaiGuard may assign to an affiliate or in connection with a merger or sale of assets.

18.3 Subcontractors: MaiGuard may use subcontractors subject to the DPA.

18.4 Notices: To MaiGuard: legal@maiguard.com and 2 Otunba McMadu Close, Lagos. To Customer: admin email on file or order form. Email satisfies writing unless registered mail is required by law.

18.5 Severability: Invalid provisions are modified to the minimum extent to be valid; the remainder continues.

18.6 Waiver: Failure to enforce is not a waiver.

18.7 Independent contractors: The Parties are independent; no partnership or agency except as stated.

18.8 Third-party rights: No third party has rights under the Agreement except where mandatory law provides.

19. Contact

Maiguard Sentinel Limited (trading as MaiGuard)
Subsidiary of Lyrisoft Technologies Limited
2 Otunba McMadu Close, Lagos

Legal / contractual notices: legal@maiguard.com

Support: support@maiguard.com

Related documents

• Privacy Policy
• Cookie Policy
• Data Retention Policy
• Service Level Agreement (SLA)
• Data Processing Agreement (DPA) — available when executed with Customer

Maiguard Sentinel Limited (trading as MaiGuard) is a registered subsidiary of Lyrisoft Technologies Limited.