Temira ("Temira", "we", "us", "our") is a software-as-a-service platform operated by M-Office Portal Limited, a company registered in the Federal Republic of Nigeria, with its registered office at 7A Olaniji Street, Oregun, Lagos State, Nigeria. These Terms of Service, together with our Privacy Policy, our Security statement, and any order, plan description or written agreement that references them (collectively, the "Terms"), form a binding agreement between you and Temira governing your access to and use of the Temira websites, applications (including our mobile app), APIs and services (the "Service").
By creating an account, clicking "I agree", or accessing or using the Service, you accept these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation, and "you" refers to that organisation.
"Customer" / "you" means the person or organisation that registers for or uses the Service. "Workspace" means an isolated account tenancy in which you configure and run an assistant. "Customer Content" means all data, documents, media, prompts, configurations, knowledge bases, messages and other materials you or your End Users submit to, or generate through, the Service. "End User" means any person who interacts with your assistant or whose data you process through the Service (for example, your website visitors and customers). "AI Output" means content generated by artificial-intelligence models through the Service. "Third-Party Services" means products, networks or services not operated by us (for example AI model providers, Meta/WhatsApp, Telegram, and payment processors).
You must be at least 18 years old (or the age of majority in your jurisdiction) and legally able to enter into contracts. The Service is intended for business use and is not directed to children. You must not use the Service if you are barred from doing so under any applicable law or list of prohibited or restricted parties.
You must provide accurate registration information and a valid email address you control, and keep it current. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account, whether or not authorised by you. We offer optional two-factor authentication and strongly recommend enabling it. Notify us promptly at the address in Section 25 of any suspected unauthorised access. We may maintain a security log of account actions (sign-ins, changes, payments) with timestamps and IP addresses to protect your account and the Service.
The Service lets you upload business content, build and configure an AI assistant, connect messaging and payment channels, capture leads, operate a service desk, and manage related workflows. We may add, change, suspend or discontinue features, and impose or change usage limits, at any time. We aim to give reasonable notice of material adverse changes to paid features. The Service may include features labelled beta, preview or experimental, which are provided "as is", may be changed or withdrawn, and are excluded from any service commitments.
Fees. Paid plans are billed in advance for the period you select (monthly or annual) at the prices shown at purchase. Auto-renewal. Unless you cancel before the end of the current period, plans renew automatically for a like period at the then-current price, and you authorise us (and our payment processors) to charge your payment method. Cancellation. You may cancel at any time; the Service continues to the end of the paid period and then reverts to the Free plan with your data intact, subject to Free-plan limits. Refunds. Except where required by non-waivable law, fees are non-refundable and there are no refunds or credits for partial periods, downgrades, or unused capacity. Taxes. Fees are exclusive of taxes; you are responsible for all applicable taxes, duties and levies (other than taxes on our net income), and if we are required to collect them we will add them. Changes. We may change prices and plan features on notice effective from your next renewal. Non-payment & chargebacks. We may suspend or downgrade the Service for non-payment. Initiating a chargeback without first contacting us is a breach of these Terms; we may dispute it and suspend your account. Third-party AI usage under your own key is billed to you by that provider, not us.
As between you and us, you own and retain all rights in your Customer Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display and create derived representations (such as embeddings and knowledge indexes) of Customer Content solely to provide, secure, maintain and improve the Service for your Workspace, to prevent abuse, and as otherwise instructed by you or permitted by these Terms and the Privacy Policy. We do not use one Workspace's Customer Content to answer another business's assistant, and we do not sell Customer Content. You represent and warrant that you have all rights, consents and lawful bases necessary for us to process the Customer Content as contemplated, and that the Customer Content and your use of the Service do not infringe or violate any third-party right or any law.
You will not, and will not permit anyone to: (a) use the Service unlawfully or for fraudulent, deceptive, defamatory, harassing, obscene or harmful purposes; (b) upload or generate content that infringes intellectual-property, privacy or publicity rights, or that is unlawful, hateful, or sexually exploitative of minors; (c) send spam or unlawful, unsolicited or non-consented messages, or violate telemarketing, anti-spam or electronic-communications laws; (d) probe, scan, penetration-test, overload, or circumvent the security or access controls of the Service, or access it other than through supported interfaces; (e) reverse engineer, decompile or attempt to extract source code or model weights, except to the extent this restriction is prohibited by law; (f) resell, sublicense or provide the Service to third parties except as expressly permitted for your own End Users; (g) use the Service to build a competing product, or to train a competing machine-learning model on our outputs; (h) misrepresent the assistant as human where disclosure is required, or use it to make prohibited automated decisions; or (i) introduce malware or use the Service to harm others. We may investigate and take action, including removing content and suspending accounts, for suspected violations.
You are responsible for the accuracy of the prices, policies and information your assistant draws from, and for honouring or correcting anything it communicates. AI Output is not a professional service and creates no fiduciary or advisory relationship.
If you connect messaging channels (for example WhatsApp, Instagram or Messenger via Meta, Telegram, SMS or email) or send broadcasts, you are the sender and are solely responsible for compliance with all applicable laws and platform rules, including obtaining and honouring consent and opt-outs, and complying with laws such as the TCPA, CAN-SPAM, CASL, the GDPR/e-Privacy rules, and equivalent laws in your and your End Users' jurisdictions, as well as the WhatsApp Business and Meta platform policies. You will maintain records of consent and will not use the Service to contact anyone who has not lawfully consented or who has opted out. You are responsible for any messaging, carrier or platform fees.
For Customer Content that contains personal data of your End Users, you act as the data controller (or equivalent) and we act as your processor/service provider, processing such data only on your documented instructions to provide the Service. For account, billing and website data, we act as controller as described in the Privacy Policy. Where required by applicable data protection law, our Data Processing Addendum ("DPA") applies and is incorporated by reference; you may request the current DPA via the Contact page. You are responsible for providing all notices to, and obtaining all consents and lawful bases from, your End Users, and for configuring retention and deletion appropriately.
The Service interoperates with Third-Party Services that we do not control. Your use of a Third-Party Service is governed by that provider's own terms and privacy policy, and we are not responsible or liable for it, its availability, its acts or omissions, or any data you route through it. Enabling an integration authorises us to exchange data with that provider as needed to operate the feature. We may cease supporting any integration.
If you connect your own AI-provider key, you are responsible for your agreement with, and charges from, that provider, and for the provider's processing of the data you route to it. Keys are stored server-side, shown masked, and used only for your Workspace. We are not responsible for a provider's outputs, availability, pricing or policies.
We and our licensors own all rights in the Service, including its software, models integration, designs, trademarks and documentation. Except for the limited right to use the Service under these Terms, no rights are granted to you. "Temira" and our logos are our trademarks; you may not use them without permission. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you.
You may stop using the Service and delete your account at any time. We may suspend or terminate your access, in whole or in part, with or without notice, if (a) you materially breach these Terms (including the Acceptable Use section), (b) your use poses a security, legal or operational risk or risk to others, (c) required by law or a Third-Party Service, or (d) for non-payment. Where practicable we will give notice and an opportunity to cure. On termination, your right to use the Service ceases; you may export your data during any export window we make available; and we may delete Customer Content after a reasonable period, except where retention is required by law. Sections that by their nature should survive termination (including 7, 9, 14, 16–21, and 24) survive.
The Service, including all AI Output and Third-Party Services, is provided "as is" and "as available", with all faults, and without warranties of any kind.
To the maximum extent permitted by law, we disclaim all warranties, express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or that AI Output will be accurate or reliable, or that defects will be corrected. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you; in that case such warranties are limited to the minimum extent and shortest duration permitted by law.
To the maximum extent permitted by law:
(a) neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data, or business, or cost of substitute services, arising out of or relating to the Service or these Terms, even if advised of the possibility; and (b) our total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (i) the fees you actually paid to us for the Service in the twelve (12) months immediately before the event giving rise to the liability, or (ii) one hundred United States dollars (US$100). These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability or otherwise) and even if a remedy fails of its essential purpose. Because AI Output may be inaccurate, we are not liable for any reliance on it.
You will defend, indemnify and hold harmless Temira, M-Office Portal Limited, and our affiliates, officers, directors, employees and agents from and against any third-party claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Content; (b) your use of the Service, including messaging you send and any interaction with your End Users; (c) your breach of these Terms or of any law; (d) your violation of any third-party right, including intellectual-property, privacy, data-protection or publicity rights; or (e) any dispute between you and your End Users or a Third-Party Service. We will notify you of the claim, allow you to control the defence (with our right to participate with our own counsel), and reasonably cooperate; you may not settle in a way that imposes obligations on us without our consent.
Informal resolution first. Before starting formal proceedings, you agree to contact us via the Contact page and attempt in good faith to resolve the dispute for at least 30 days.
Binding arbitration. Except for the excluded claims below, any dispute, controversy or claim arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration on an individual basis. The seat and place of arbitration will be Lagos, Nigeria, before a sole arbitrator, conducted in English under the Arbitration and Mediation Act 2023 of Nigeria (or, where applicable law requires the rules of a recognised arbitral institution serving your region, under those rules). Judgment on the award may be entered by any court of competent jurisdiction. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability or enforceability of this clause.
Class-action waiver. To the fullest extent permitted by law, disputes will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate more than one person's claims. Jury-trial waiver. Where a claim proceeds in court, each party waives any right to a jury trial to the extent permitted by law.
Excluded claims. Either party may bring (a) an individual claim in a small-claims court for disputes within its jurisdiction, and (b) a claim seeking injunctive or equitable relief for actual or threatened infringement or misuse of intellectual property or confidential information, in the courts identified in Section 20.
Consumers. If you are a consumer resident in a jurisdiction (such as the EU, the UK or elsewhere) whose law gives you a non-waivable right to bring proceedings in your local courts or prohibits mandatory arbitration or class-waivers, that law prevails over this Section to the extent of the conflict, and the rest of this Section continues to apply.
These Terms and any dispute are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws rules, and the courts of Lagos, Nigeria have exclusive jurisdiction for matters not subject to arbitration — except that (a) this choice does not deprive you of any mandatory protection of the law of your country of habitual residence, and (b) we may seek injunctive relief in any competent court to protect our intellectual property or confidential information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
You represent that you are not located in, ordinarily resident in, or a national of any country or region subject to comprehensive sanctions, and are not on any restricted-party list (including those maintained by the United Nations, the United States (OFAC), the European Union, the United Kingdom, or Nigeria). You will comply with all applicable export-control, sanctions, and anti-bribery/anti-corruption laws, and will not use the Service in violation of them.
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, government action, epidemics or pandemics, power or internet failures, or failures or acts of Third-Party Services or suppliers.
We may update these Terms from time to time. If we make material changes, we will provide notice by reasonable means (such as posting the updated Terms with a new "Last updated" date, or notifying you in the portal or by email). Changes take effect when posted, or on a later stated date. Your continued use of the Service after changes take effect constitutes acceptance. If you do not agree, stop using the Service.
Entire agreement. These Terms, the Privacy Policy, the Security statement and any order or DPA are the entire agreement between the parties and supersede prior agreements on the subject. Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition or sale of assets. Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in effect. No waiver. A failure to enforce a provision is not a waiver. No third-party beneficiaries except the indemnified parties in Section 18 and our affiliates for Sections 16–18. Notices. We may give notice via the portal, email, or by posting on the Service; you give notice via the Contact page. Relationship. The parties are independent contractors. Language. These Terms are in English, which controls over any translation. Headings are for convenience only.
Questions about these Terms may be sent through our Contact page or to legal@temira.net. Legal notices to us should be addressed to M-Office Portal Limited, 7A Olaniji Street, Oregun, Lagos State, Nigeria, or via the Contact page.