Invicast Group
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SERVICE TERMS

General Service Agreement

Effective: 19 September 2026

This General Service Agreement (“Agreement”) contains the baseline terms for enquiries and services supplied under the Invicast Group brand. Submitting a request confirms acceptance of the website and enquiry provisions. No paid service begins, and Invicast has no delivery obligation, until the responsible Invicast company accepts an Order.

1. Parties and responsible Invicast company

“Invicast”, “we”, “us” or “our” means the member company identified in an accepted proposal, order form, invoice or service schedule (“Order”). Unless an Order states otherwise: Invicast Platforms Limited supplies platform, software, cloud, digital-transformation and systems-integration services; Invicast Telecom Limited supplies telecom, communications, connectivity and satellite-related services; and Invicast Academy Limited supplies education and professional-development services. “Customer”, “you” or “your” means the person or organisation submitting a request or accepting an Order. If you act for an organisation, you warrant that you have authority to bind it.

2. Agreement structure and priority

The contract consists of: (a) the accepted Order; (b) any service-specific schedule, service-level agreement or data-processing addendum; (c) this Agreement; (d) the Acceptable Use Policy or documented service rules; and (e) the Privacy Policy. A document higher in that list prevails only for a direct conflict. Customer purchase-order terms, portal terms or other unilateral conditions do not apply unless expressly signed by an authorised Invicast representative.

3. Enquiries, proposals and Orders

  • A website submission is a request for discussion, not an accepted Order, quotation, reservation, credit approval or guarantee of availability.
  • Proposals are invitations to contract and may be withdrawn or revised before written acceptance. Unless stated otherwise, a proposal expires after 14 days.
  • An Order becomes binding when signed or electronically accepted by both parties, when Invicast confirms acceptance in writing, or when Invicast begins delivery at the Customer’s authorised request.
  • Scope, assumptions, dependencies, deliverables, acceptance criteria, locations, users, capacity and dates are limited to the accepted Order.

4. Services and future products

This Agreement applies to all current and future products and services offered by an Invicast member company, including platforms, hosted software, software development, APIs, integrations, cloud infrastructure, managed services, telecommunications, voice and messaging, AI-enabled communications, push-to-talk, satellite connectivity, training, professional programmes, consulting, support and any related equipment, licences or third-party services. A new service may add a schedule without requiring this Agreement to be rewritten.

For a managed service, Invicast performs only the operational tasks expressly stated in the Order. For an unmanaged service, the Customer controls and remains responsible for configuration, administration, access, security, software, content, backups and use. Portal descriptions, dashboards and status indicators do not expand Invicast’s agreed duties.

5. Customer responsibilities

The Customer must:

  • provide accurate, complete and timely requirements, contacts, approvals, credentials, content, traffic forecasts, facilities and cooperation;
  • use qualified personnel and maintain compatible systems, connectivity, devices, power, security and backups under its control;
  • protect accounts and credentials, use least privilege, promptly disable former users and notify Invicast of suspected compromise;
  • obtain all licences, permissions, consents and lawful bases required for Customer Data, communications, recordings, contacts and instructions;
  • verify outputs, configurations, destinations, rates, invoices and results before operational, financial, safety-critical or regulatory reliance;
  • comply with this Agreement, the Order, applicable law and reasonable security or operational instructions.

Invicast is not responsible for delay, failure, loss or additional cost caused by the Customer, its users, its systems, inaccurate information, unauthorised credentials, failure to follow instructions or a dependency outside Invicast’s reasonable control.

6. Verification, KYC/KYB and credit controls

Invicast may require identity, corporate, beneficial-ownership, address, licence, traffic-profile, source-of-funds, end-use or regulatory information before or during service. We may reject, suspend or terminate a request where verification is incomplete, information is inconsistent, risk is unacceptable, sanctions or legal restrictions apply, or continued service may expose Invicast or another person to fraud, abuse, regulatory action or reputational harm. No approval waives the Customer’s continuing compliance duties.

7. Fees, taxes and payment

  • Fees, currency, billing units, minimum commitments, usage records and payment dates are stated in the Order. Unless stated otherwise, fees are payable in advance, non-cancellable and non-refundable once capacity, licensing, airtime, third-party resources or work has been committed.
  • Usage-based charges are calculated from Invicast or upstream system records, subject to correction of manifest error. Rounding, increments, minimum durations, storage, bandwidth, channels, messages, calls or other units may apply as stated in the Order.
  • Prices exclude taxes, duties, levies, bank fees, foreign-exchange costs and withholding, which are the Customer’s responsibility except taxes on Invicast’s net income. The Customer must gross up payment where legally permitted so Invicast receives the invoiced amount.
  • Undisputed invoices must be paid without set-off or deduction. A good-faith billing dispute must be raised with supporting detail within seven days; undisputed amounts remain due.
  • Late amounts may accrue interest at the lower of 2% per month and the maximum lawful rate, plus reasonable recovery costs. Invicast may suspend service without liability after notice or immediately where credit, fraud or security risk requires it.
  • Prepaid portal balances are service credits, not deposits, do not earn interest and are used only in the Customer’s selected account currency. Renewal charges may be debited automatically. Insufficient cleared balance may lead to overdue status, power-off or suspension after the configured grace period, and termination and irreversible data deletion after the notified termination period. Powering off a reserved resource does not necessarily stop charges.

8. Changes, acceptance and delays

A scope, schedule, capacity or configuration change requires an agreed change request and may alter fees or dates. Deliverables are accepted when the Customer signs acceptance, uses them in production, resells or provides them to users, or does not report a material, reproducible non-conformity within five business days after delivery. Invicast may remedy a valid non-conformity; that remedy is the Customer’s exclusive remedy for acceptance failure. Milestones extend for Customer delay, change, dependency failure or force majeure.

9. Acceptable use

The Customer must not use or permit a service for unlawful, fraudulent, deceptive, abusive, harmful or unauthorised activity, including:

  • scams, impersonation, phishing, spam, unlawful robocalling, caller-ID manipulation, traffic pumping, artificial inflation, wangiri, bypass, SIM-box activity or other communications fraud;
  • malware, denial of service, intrusion, credential attacks, vulnerability exploitation, unauthorised surveillance or interference with networks or systems;
  • infringing, defamatory, obscene or unlawful content, or content that violates privacy, intellectual-property or consumer rights;
  • unlicensed security operations, export-control or sanctions violations, or use contrary to carrier, network, satellite, cloud or platform rules;
  • reverse engineering, unauthorised resale, credential sharing, benchmark publication, scraping, circumvention of limits or removal of proprietary notices except where law expressly permits.

Invicast may investigate, filter, block, quarantine, limit, preserve evidence, notify an affected provider or authority, and suspend or terminate service where reasonably necessary to protect systems, comply with law or stop suspected abuse. The Customer is responsible for its users, downstream customers, traffic, content and destinations.

10. Service-specific risk allocation

10.1 Telecom, voice, messaging and connectivity

Routes, caller-ID presentation, numbering, delivery, latency, answer supervision, quality, coverage, roaming, satellite visibility and interoperability depend on carriers, regulators, networks, devices and destinations. Unless expressly agreed, services are not emergency services and must not be relied upon for life-safety communications. The Customer must obtain calling, messaging, recording, marketing, numbering, KYC and content permissions and must not send prohibited traffic. Upstream rate, regulatory or route changes may be passed through or may require immediate suspension.

10.2 Cloud, hosted platforms and managed infrastructure

The Customer remains responsible for application design, user administration, data classification, lawful content, endpoint security and backups unless an Order expressly assigns a task to Invicast. Shared infrastructure, the internet and third-party platforms may experience outages or security events. Service credits stated in an applicable SLA are the sole remedy for availability failure.

10.3 Software, integrations and APIs

Software may contain defects and depends on stated environments, APIs and third-party components. The Customer must perform acceptance, security and operational testing. Compatibility with an unlisted future version or third-party change is not guaranteed. Estimates are not fixed commitments unless expressly stated.

10.4 AI-enabled services

AI outputs may be incomplete, inaccurate, variable or unsuitable for a particular decision. The Customer must provide human review and must not use an AI service as the sole basis for decisions affecting legal rights, credit, employment, health, safety or access to essential services unless expressly agreed with appropriate safeguards. The Customer is responsible for prompts, knowledge sources, disclosures, permissions and downstream use.

10.5 Education and professional development

Admission, completion and certificates are subject to programme rules and satisfactory requirements. A programme does not guarantee employment, promotion, licensing, immigration status, professional registration or a particular financial outcome. Third-party awarding or learning partners control their own requirements and timelines.

11. Third-party services and dependencies

Invicast may supply, integrate or resell third-party services. The Customer agrees to applicable disclosed provider terms. Invicast does not control and is not responsible for third-party networks, platforms, content, acts, omissions, pricing, discontinuation, security or performance, but will use commercially reasonable efforts to manage providers within the contracted scope. A third-party change may require an equivalent substitute, price adjustment or termination of the affected component.

12. Data protection and Customer Data

Each party will comply with applicable data-protection law. For account, billing and relationship data, the relevant Invicast company ordinarily acts as controller. Where Invicast processes personal data solely on documented Customer instructions within a service, the Customer is controller and Invicast is processor; an applicable data-processing addendum forms part of the Order. The Customer warrants that Customer Data and instructions are lawful, accurate and appropriately disclosed to individuals. Invicast may process service metadata for security, billing, compliance and service operation as permitted by law. The Privacy Policy and Data Protection Policy apply.

13. Confidentiality

Each recipient will protect non-public business, technical, security and commercial information using at least reasonable care, use it only for the contract, and disclose it only to persons who need it and owe confidentiality duties. This does not cover information lawfully public, already known without restriction, independently developed or lawfully received from another source. A legally compelled recipient may disclose required information and, where lawful, give advance notice. These duties continue for five years after termination and indefinitely for trade secrets, credentials and personal data while protected by law.

14. Intellectual property

Each party retains its pre-existing materials, brands, data, tools, methods and intellectual property. Invicast retains its platforms, software, templates, generic code, know-how, improvements, documentation and service technology. Subject to full payment and the Order, the Customer receives only the stated, limited, non-exclusive, non-transferable right to use the service or deliverable for its internal authorised purpose. Custom ownership, source-code delivery or broader licensing applies only if expressly stated in a signed Order. Customer grants Invicast the rights necessary to host, transmit, reproduce, configure and process Customer Data solely to provide, secure and support the service.

15. Warranties and disclaimers

Invicast warrants that it will perform professional services with reasonable skill and care. The Customer’s exclusive remedy for breach is re-performance if promptly reported and reasonably remediable. Except for an express written warranty, and to the maximum extent permitted by law, services, trials, beta features, website content and third-party components are provided “as is” and “as available”. Invicast disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, error-free operation, exact delivery, coverage, revenue, savings or business outcome. No oral statement or website description creates a warranty.

16. Suspension and termination

Invicast may suspend immediately where needed for security, abuse, legal compliance, upstream direction, non-payment, threat to a service or material breach. Either party may terminate for an uncured material breach after ten days’ notice, or immediately for insolvency, illegality, fraud, repeated abuse or a breach incapable of cure. Convenience termination applies only if an Order allows it. On termination, all accrued charges and committed third-party costs become due; access ends; each party returns or deletes confidential information subject to law and backup cycles; and the Customer must export required data before the stated exit deadline. Sections intended by nature to survive remain effective.

17. Customer indemnity

To the maximum extent permitted by law, the Customer will defend, indemnify and hold harmless Invicast, its member companies, officers, personnel and providers from third-party claims, regulatory actions, penalties, losses and reasonable costs arising from Customer Data, content, traffic, instructions, users, downstream customers, unlawful or unauthorised use, breach of Sections 5, 6, 9 or 12, infringement of third-party rights, or the Customer’s violation of law. Invicast will give reasonable notice and cooperation; the Customer may not settle in a manner admitting fault or imposing obligations on Invicast without written consent.

18. Limitation of liability

To the maximum extent permitted by law:

  • neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profit, revenue, business, opportunity, goodwill, anticipated savings or data, even if advised of the possibility;
  • Invicast is not liable for Customer acts or omissions, unauthorised account use, third-party services, carrier or internet failure, force majeure, unlawful traffic, Customer Data, or a risk the Customer accepted in an Order;
  • Invicast’s total aggregate liability arising from an affected service during any rolling 12-month period will not exceed the fees actually paid to the responsible Invicast company for that affected service during the three months immediately preceding the first event giving rise to the claim;
  • for a free, beta, trial or enquiry service, Invicast’s aggregate liability will not exceed NGN 100,000.
  • Invicast owes no penalty, indemnity, reimbursement, liquidated damages, service credit, “atonement” fee or other compensation unless an authorised Invicast representative expressly agrees it in a signed Order or applicable law makes that obligation non-waivable;
  • each party bears its own mitigation, investigation, professional and enforcement costs unless a final court or arbitral award, non-waivable law or signed Order expressly provides otherwise.

These exclusions and caps apply in contract, tort (including negligence), statute, indemnity or otherwise and allocate risk reflected in pricing. They do not exclude liability that Nigerian law prohibits a party from excluding, including liability for fraud, fraudulent misrepresentation or wilful misconduct, or death or personal injury to the extent caused by negligence where such liability cannot lawfully be limited.

19. Force majeure

Neither party is liable for delay or failure beyond reasonable control, including natural disaster, epidemic, conflict, civil disorder, government or regulatory action, cable or satellite failure, carrier or cloud outage, internet disruption, power failure, labour action, cyberattack not caused by failure to use reasonable safeguards, supply shortage or upstream discontinuation. Payment obligations for services already provided are not excused. The affected party will use reasonable efforts to mitigate and resume performance.

20. Compliance with law

Each party will comply with applicable anti-bribery, anti-money-laundering, sanctions, export-control, competition, consumer, telecommunications, cybersecurity, intellectual-property and data-protection laws. The Customer is responsible for sector licences, end-user permissions and the legality of its business, traffic and content. Invicast may refuse an instruction reasonably believed to be unlawful.

21. Disputes and governing law

This Agreement is governed by the laws of the Federal Republic of Nigeria. A party must first give written details of a dispute and allow senior representatives 30 days to seek good-faith resolution. An unresolved dispute will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 by one arbitrator, in English, with the seat in Abuja, Nigeria, unless the Order selects Lagos. Either party may seek urgent interim or protective relief from a court of competent jurisdiction. Nothing limits a regulator’s lawful authority or an individual’s non-waivable rights.

22. General provisions

  • Assignment and subcontracting: The Customer may not assign without consent. Invicast may assign to a member company or successor and may use subcontractors while remaining responsible for its contracted obligations.
  • Notices: Formal notices must be sent to the addresses in the Order; operational notices may be sent electronically to the designated contact.
  • Independent parties: Nothing creates a partnership, agency, employment, fiduciary or exclusive relationship.
  • No third-party beneficiary: A person who is not a party has no right to enforce this Agreement except an indemnified Invicast party.
  • Waiver and severability: A waiver must be written and is limited to that instance. An invalid term will be adjusted or severed to the minimum extent necessary without affecting the remainder.
  • Entire agreement: The contract documents are the entire agreement about their subject and replace prior discussions, without excluding liability for fraud.
  • Electronic acceptance: Checkbox acceptance, electronic signature, portal acceptance and accepted electronic Orders have the same effect as paper acceptance to the extent permitted by law. Invicast may record the email address, agreement and version, timestamp, encrypted network address, declared location, device class, privacy-preserving device identifier and onboarding reference as evidence.

23. Updates and contact

The version accepted with an Order governs that Order unless the parties agree otherwise or a change is required by law, security or an upstream provider. Material updates are emailed to verified account holders. If a Customer does not agree to a revised term, it must discontinue use of the affected system or service and arrange termination under Section 16; accrued fees, committed costs and surviving obligations remain due. Updated website terms apply prospectively to new requests. Questions and service enquiries must be submitted through the secure service-request form.