Terms of Service

1Acceptance of Terms & Authority to Bind

By creating an account, accessing the Sales Wizard dashboard, connecting an API or WhatsApp messaging endpoint, or signing an order form, you accept and agree to be bound by these Terms of Service. If you register on behalf of a real estate agency, developer, brokerage, or legal entity, you represent and warrant that you possess full legal authority to bind that entity to these Terms. If you do not possess such authority or do not agree, you must not access or use the Platform.

2Service Description

Sales Wizard provides cloud-based software-as-a-service (SaaS) designed for the real estate industry, encompassing:

• Omnichannel lead capture across web widgets, Meta WhatsApp Cloud API, Instagram Direct, and lead forms.
• Automated conversational AI agents grounded strictly in verified client property inventory and uploaded knowledge documents.
• Real estate lead qualification, buyer preference extraction, and automated lead scoring (0–100).
• Visual sales pipeline CRM with human-in-the-loop takeover, inspection scheduling, and agent dispatch.
• Analytics, team performance metrics, and compliance audit logging.

3Account Registration & Organization Workspaces

To access the Platform, you must register an account and establish an organization workspace. You agree to:

• Provide accurate, current, and complete organizational and contact information.
• Maintain the security of your account credentials and immediately notify Resolytics of any unauthorized access.
• Accept full responsibility for all activities occurring under your workspace credentials.
• Ensure all team members invited to your workspace adhere to these Terms.

4Acceptable Use Policy & Third-Party Messaging Guidelines

You agree not to use the Platform to:

• Transmit unsolicited commercial messages (spam), engage in abusive bulk messaging, or violate Meta's WhatsApp Business Messaging Policy.
• Publish fraudulent property listings, deceptive pricing, or properties for which you hold no verified marketing mandate.
• Collect, store, or transmit sensitive financial credentials, including Bank Verification Numbers (BVN), National Identification Numbers (NIN), debit/credit card CVV numbers, or online banking passwords.
• Reverse engineer, decompile, or attempt to extract the source code or proprietary AI weights of the Platform.
• Facilitate money laundering, terrorist financing, or circumvent requirements of the Special Control Unit Against Money Laundering (SCUML) or the Nigerian Financial Intelligence Unit (NFIU).

Resolytics reserves the right to suspend or terminate accounts engaging in abusive messaging or policy violations without prior notice.

5Fees, Subscriptions & Invoicing

Access to paid tiers of Sales Wizard is provided on a recurring subscription basis (monthly or annual billing). Pricing is billed in Nigerian Naira (NGN) or United States Dollars (USD) as designated on your invoice or order form. All fees are exclusive of applicable Value Added Tax (VAT) and statutory withholdings under Nigerian tax law.

Invoices are due upon receipt or within the credit terms specified in your enterprise agreement. Failure to pay fees within fifteen (15) days of due date may result in suspension of AI agent routing and workspace access.

6Cancellation, Free Trial & Refund Policy

New organizations may be offered a 14-day free trial. If you do not upgrade to a paid tier prior to the conclusion of the trial period, your workspace will convert to restricted view-only status.

You may cancel your subscription at any time via workspace settings. Cancellation takes effect at the end of the current paid billing cycle. Except where required by applicable consumer protection laws or where Resolytics commits a material uncured breach, all subscription fees are non-refundable.

7Customer Data Ownership & Intellectual Property

Your Data: As between the parties, you retain sole and exclusive ownership of all right, title, and interest in your customer leads, property listings, architectural photography, conversation histories, and proprietary commercial data (“Customer Data”). Resolytics acquires no ownership interest in Customer Data.

Platform IP: Resolytics retains all right, title, and interest in and to the Sales Wizard platform, including software code, UI designs, deterministic qualification engines, scoring heuristics, documentation, and trade secrets.

8Data Processing Relationship & Compliance (NDPA 2023)

For the purposes of the Nigeria Data Protection Act (NDPA) 2023 and the General Data Protection Regulation (GDPR), Customer acts as the Data Controller, and Resolytics acts as the Data Processor. Resolytics shall:

• Process Customer Data strictly pursuant to Customer's documented instructions and to deliver the Services.
• Maintain tenant isolation via PostgreSQL Row-Level Security (RLS) to prevent cross-agency data exposure.
• Ensure all personnel authorized to process Customer Data are bound by statutory confidentiality duties.
• Provide reasonable assistance to Customer in fulfilling Data Subject Access Requests (DSARs) and compliance audits.

9Confidentiality & Non-Disclosure

Each party agrees to hold the other's Confidential Information in confidence with the same degree of care it uses for its own confidential assets (and not less than reasonable care). Confidential Information includes non-public pricing, platform architecture, customer databases, and commercial negotiation terms. Confidentiality obligations endure for five (5) years following termination of these Terms.

10Service Level Commitments & Availability

Resolytics uses commercially reasonable efforts to maintain a 99.9% uptime target for core API routing and webhook intake, excluding scheduled maintenance windows announced with at least 48 hours notice and third-party upstream carrier outages (such as Meta Cloud API downtime or cloud infrastructure failures).

11Real Estate Disclaimer & Warranty Disclaimer

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED REAL ESTATE COMMISSIONS, REGARDLESS OF THEORY OF LIABILITY.
• THE TOTAL AGGREGATE LIABILITY OF RESOLYTICS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

13Indemnification

Customer agrees to defend, indemnify, and hold harmless Resolytics, its officers, directors, and employees against any claims, losses, liabilities, or legal costs arising out of: (a) Customer Data or property listings infringing third-party rights; (b) Customer's breach of Section 4 (Acceptable Use); or (c) Customer's real estate transactions with property buyers or tenants.

14Term, Suspension & Termination

These Terms remain in force until terminated. Either party may terminate for convenience upon thirty (30) days prior written notice at the conclusion of a subscription term. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within fourteen (14) days of written notice. Upon termination, Customer has thirty (30) days to export Customer Data via standardized JSON/CSV export, after which Customer Data is securely purged pursuant to our retention schedule.

15Governing Law & Jurisdiction (Nigeria)

16Dispute Resolution & Arbitration

The parties agree to first seek amicable settlement through executive negotiation for a period of thirty (30) days following written notice of dispute. If unresolved, the dispute shall be referred to mediation at the Lagos Multi-Door Courthouse (LMDC). If mediation is unsuccessful within forty-five (45) days, the dispute shall be finally determined by binding arbitration in Lagos under the Arbitration and Mediation Act 2023 by a single arbitrator appointed by the Chairman of the Chartered Institute of Arbitrators (UK) Nigeria Branch.

17Amendments & Notice of Modifications

Resolytics may modify these Terms from time to time. We will provide at least thirty (30) days prior notice of material revisions via email to your registered account administrator and via in-app dashboard notification. Continued use of the Platform following the effective date of revised Terms constitutes full acceptance.

18Contact Information & Legal Notices

Formal legal notices and communications concerning these Terms should be addressed to: