Terms of Service

Pre-launch version for review by a qualified lawyer before public launch. Items marked [to confirm] are facts or business decisions that must be filled in before launch.

1. About these terms

These terms are an agreement between [to confirm: legal entity name, company registration number and registered address] ("Wimzi", "we", "us") and the organisation that uses Wimzi ("Customer", "you"). They apply to the Wimzi website, web app and any related services (the "Service").

You accept these terms by ticking the box when you create an account, by signing an order form or pilot agreement that refers to them, or by using the Service. If you accept on behalf of an organisation, you confirm you are authorised to bind it. If you are not authorised, or you don't agree, don't use the Service.

Wimzi is a business service. It is offered to organisations and to individuals acting for their trade, business or profession, not to consumers for personal use.

2. Definitions

• Workspace: your organisation's private area of the Service.
• Member: anyone you allow to sign in to your workspace (Owner, Admin, Trainer or Viewer).
• Participant: anyone who joins a live session, self-paced challenge or practice quiz you run, with or without an account.
• Customer Content: everything you, your Members or your Participants put into the Service: quizzes, questions, images, logos, brand kits, answers, names and reports.
• Order: any signed order form, pilot agreement or written quote between us, or a purchase made at checkout on the Service.
• Data Protection Law: all laws on personal data that apply to the Service, which may include the Nigeria Data Protection Act 2023 and its implementing directives, the EU and UK GDPR, and similar laws elsewhere.

3. Who can use Wimzi

• Members must be at least 18 years old and able to enter into contracts.
• The Service is designed for workplace training and engagement. It is not directed at children. You must not use it with Participants under 18 unless you have a lawful basis to do so and, where the law requires it, the consent of a parent or guardian. You are responsible for that consent.
• You must not use the Service if you are barred from doing so by law, including sanctions laws.

4. Accounts and workspaces

• The person who creates a workspace becomes its Owner and accepts these terms for the Customer.
• You are responsible for everything that happens in your workspace, including who you invite, the roles you give them, and what they do. Keep sign-in details private, and tell us straight away if you think an account has been accessed without permission.
• The information you give us (names, email addresses, company name) must be accurate and kept up to date.
• Accounts are for one person. Don't share sign-ins.
• If there is a dispute about who controls a workspace, we may rely on the Owner recorded in the Service, or ask for reasonable proof of authority, and we may restrict the workspace until it is resolved.

5. Plans, early access and fees

• Free plan. The Free plan costs nothing and has the limits shown on the plans page. We may change or withdraw the Free plan with 30 days' notice.
• Paid plans. Fees, term and limits are those shown at checkout, or set out in an Order. Online payments are taken by our payment providers (Paystack for cards and bank payments, PayPal for PayPal), which process your payment details under their own terms; Wimzi never receives your full card number. A payment buys a fixed period (one month, twelve months, or seven days for an event pass) and does not renew automatically: we email the owner before it ends, and when it ends the workspace moves to the Free plan without deleting any content. Invoiced Orders are payable as the invoice says. [to confirm: invoice payment period, e.g. 30 days from invoice]
• Taxes. Fees exclude VAT and other taxes, which you pay where they apply. If you must withhold tax, you will gross up the payment so we receive the full amount, unless the law forbids that.
• Late payment. If an undisputed invoice is more than 30 days overdue, we may suspend paid features after giving you 14 days' written notice.
• Refunds. Fees are non-refundable except where these terms or an Order say otherwise, or where the law requires a refund.
• Early access. Wimzi is in early access. Features described as "not available yet" are not promised, and you should not rely on them when deciding to buy.
• Plan limits. If you exceed your plan's limits (for example participants per session), the Service may stop accepting more until you upgrade.

6. Your content

• You own your content. As between you and us, you keep all rights in Customer Content. We claim no ownership of it.
• Permission you give us. You give Wimzi a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Service for you, and as the law requires. This licence ends when the content is deleted from the Service, except for copies in backups, which are deleted on their normal cycle (see the privacy notice).
• No training on your content. We do not use Customer Content to train AI models, and we do not sell it.
• Your promises. You confirm that you have all the rights, permissions and consents needed for the Customer Content you upload, including logos, brand assets, images, fonts, and questions taken from other sources, and that using it in the Service won't infringe anyone's rights or break any law. If you upload another organisation's logo or branding (for example a client's), you must have its permission.
• Templates and examples. Templates, example brands and sample content are provided as starting points. They use invented names and generic information. Check and adapt them to your own policies before use. You may use and edit templates you copy into your workspace.
• Usage data. We may collect technical and usage information about how the Service is used (for example feature counts) and use it to run and improve the Service, provided it does not identify you, your Members or your Participants and contains no Customer Content. Details are in the privacy notice.
• Feedback. If you send us suggestions, we may use them freely without paying you or crediting you. This doesn't give us any rights in your Customer Content.

7. Participants and your responsibilities

You decide what to ask Participants and what to do with their answers. That means:

• You are responsible for telling Participants who is running the session, whether it is named or anonymous, what you will do with their answers, and how long you will keep them, and for having a lawful basis to collect their data.
• You must not use results from the Service as the only basis for decisions that significantly affect a person (such as dismissal, discipline, pay or promotion) without human review, and you must follow employment law and any agreements with employee representatives that apply to you.
• Don't promise Participants that a session is anonymous unless you run it in anonymous mode. Even in anonymous mode, free-text answers can reveal who wrote them, so tell Participants not to include identifying details.
• Participants who are not Members are not party to these terms with us, but they must follow the acceptable use rules in section 8. You are responsible for how your Participants use the Service.

8. Acceptable use

You, your Members and your Participants must not:

• break any law, or help anyone else to;
• upload or collect content that infringes copyright, trademarks or other rights, or content that is unlawful, defamatory, harassing, hateful, sexually explicit or violent;
• collect special-category or sensitive personal data (such as health, religion, ethnicity, sexual orientation, biometrics, government ID or financial account numbers) unless it is truly necessary, lawful, and you have the required consent or legal basis;
• collect passwords or sign-in details for any service, or use the Service for phishing;
• send spam or unsolicited marketing through the Service;
• try to access another workspace, another person's account, or any part of the Service you aren't authorised to use, or probe, scan or test its security without our written permission (see section 23 for reporting vulnerabilities);
• overload, disrupt or interfere with the Service, including with automated traffic, bots or excessive requests;
• copy, frame, resell, sublicense or rent the Service, or use it to build a competing product;
• reverse engineer, decompile or try to extract the source code, except where the law expressly allows it despite this restriction;
• upload malware or files designed to cause harm;
• remove or hide "Powered by Wimzi" or other notices, except through a white-label feature your plan includes;
• pretend to be another person or organisation, or suggest Wimzi endorses you when it doesn't.

We may remove content or restrict access that we reasonably believe breaks these rules (see section 16).

9. AI features

• If enabled, Wimzi can draft questions from a topic or notes you provide. To do that, the text you enter is sent to our AI provider (currently Anthropic) to generate a draft. Don't enter personal data, confidential information you aren't allowed to share, or other people's copyrighted material you don't have the right to use.
• AI drafts can be wrong, incomplete, out of date or similar to existing material. You must review and edit every AI draft before using it. You are responsible for the questions you publish, including their accuracy.
• As between you and us, you own the drafts generated for you, to the extent the law allows them to be owned. We don't promise they are free of third-party rights or protected by copyright.
• We don't use your inputs or drafts to train AI models, and under our provider's commercial terms neither does it. See the privacy notice.

10. Third-party services

The Service relies on some third-party services, such as hosting, font delivery and the AI provider, which are listed in the privacy notice. If you choose to connect or use other third-party services or links, they are governed by their own terms, and we are not responsible for them.

11. Wimzi's intellectual property

• We (and our licensors) own the Service, including its software, design, templates, text, graphics, the Wimzi name, logo and spark mark. Except for the right to use the Service under these terms, no rights are transferred to you.
• Subject to these terms and any Order, we grant you a non-exclusive, non-transferable right, for the length of your subscription, for your Members to use the Service for your internal business purposes, and for your Participants to join your sessions.
• You may not use the Wimzi name or logo, except to refer accurately to the Service, without our written permission.
• Open-source components in the Service are used under their own licences, which take priority for those components.
• Other names and trademarks that appear in the Service belong to their owners and are used only to identify them. Their use doesn't mean they endorse Wimzi.

12. Copyright and trademark complaints

We respect intellectual property rights and expect our customers to do the same. If you believe content in the Service infringes your rights, contact us at [to confirm: legal or IP email address] with:

• your contact details and the rights you own (or act for);
• where the content is (for example a join code, challenge link or page address) and a description of it;
• a statement that you believe in good faith the use isn't authorised, and that your notice is accurate.

We will review it promptly, may remove or disable the content, and will tell the Customer concerned, who may respond. We may close the accounts of customers who repeatedly infringe.

13. Confidentiality

Each of us will keep the other's non-public business, technical and financial information that is marked or reasonably understood as confidential ("Confidential Information") secret, use it only for this agreement, and share it only with staff, advisers and contractors who need to know it and are bound by similar duties. This doesn't apply to information that is or becomes public through no fault of the recipient, that the recipient already had or developed independently, or that it lawfully received from someone else. A party may disclose Confidential Information where the law or a court requires it, giving the other party notice first where lawful. Customer Content is your Confidential Information. These duties last during the agreement and for 3 years after it ends, and indefinitely for trade secrets and personal data.

14. Data protection

• For Customer Content that is personal data (for example Participant names and answers, and Member details that you manage), you are the controller and Wimzi is your processor. We process it only on your documented instructions, which are these terms, your Order and your use of the Service's settings.
• For data we collect for our own purposes (for example Member account details used to run and secure accounts, billing contacts, demo requests and website visits), Wimzi is the controller, as explained in the privacy notice.
• Our Data Processing Agreement forms part of these terms. It covers confidentiality of our staff, security measures, sub-processors, help with data subject requests, breach notification, transfers outside your country, audits, and deletion or return of data when the agreement ends. [to confirm: publish the DPA at /dpa or attach it to each Order]
• We will tell you without undue delay, and in any case within 48 hours, after we become aware of a personal data breach affecting your Customer Content, so you can meet any legal duty to notify regulators (for example within 72 hours) or affected people.
• We may use sub-processors to provide the Service. We list them in the privacy notice, give at least 30 days' notice before adding a new one that processes Customer Content, and you may object on reasonable data protection grounds. If we can't resolve your objection, you may end the affected Service and receive a pro-rata refund of prepaid fees.

15. Availability and changes to the service

• We work to keep the Service available and secure, but during early access we do not offer an uptime commitment or service level agreement unless an Order says so. Maintenance, failures and events outside our control can cause interruptions.
• If the server restarts during a live session, that session ends. Answers up to that point are kept in an "Interrupted" report.
• We may change, add or remove features. If a change materially reduces the core features you pay for during a paid term, we will tell you at least 30 days in advance, and you may end the affected Order and receive a pro-rata refund of prepaid fees.
• You are responsible for keeping your own copies of anything you can't afford to lose. Use the workspace export in Settings.

16. Suspension and termination

• By you. You can stop using the Service and delete your workspace at any time. Paid Orders end as the Order says.
• By us, with notice. We may end a Free workspace with 30 days' notice. Either of us may end an Order if the other materially breaches these terms and doesn't fix the breach within 30 days of written notice.
• Immediate suspension. We may suspend access straight away, in whole or in part, if we reasonably believe it is needed to stop a serious breach of section 8, a security risk to the Service or other customers, or to comply with the law. We will limit the suspension to what is necessary, tell you as soon as we lawfully can, and restore access once the issue is resolved.
• Your data after termination. For 30 days after termination you can export your workspace (we'll give you temporary access if needed), unless we ended it because of illegal use. After that we delete Customer Content from the live system, and backup copies are overwritten on their normal cycle. We may keep the minimum information we need to meet legal or accounting duties.
• Inactive Free workspaces. We may delete a Free workspace with no sign-ins for 12 months, after emailing the Owner at least 30 days before.
• What continues. Sections that by their nature should continue after termination do so, including 6 (feedback), 11, 13, 16, 17, 18, 19, 22 and 23, and any unpaid fees.

17. Disclaimers

Except as expressly stated in these terms or an Order, and to the fullest extent the law allows, the Service, templates and AI drafts are provided "as is" and "as available". We make no other warranties, express or implied, including about merchantability, fitness for a particular purpose, accuracy or non-infringement, or that the Service will be uninterrupted or error-free. Wimzi is a tool for running quizzes and surveys. It is not a certified assessment, compliance or examination system, and reports are not professional, legal or HR advice. Nothing in these terms removes rights you have under laws that can't be excluded by contract.

18. Limitation of liability

• No indirect losses. Neither of us is liable to the other for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or anticipated savings, however it arises, even if it was foreseeable.
• Cap. Each party's total liability arising from or relating to these terms and the Service, in any 12-month period, is limited to the greater of (a) the fees you paid or owe Wimzi for the Service in the 12 months before the event giving rise to the claim, and (b) [to confirm: a fixed amount, e.g. ₦150,000 or US$100].
• Higher cap for data and confidentiality. For breaches of section 13 or section 14, the cap is 2 times the amount in the previous paragraph. [to confirm with counsel and insurer]
• Not limited. Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, your obligation to pay fees, your liability under section 19, or anything else that can't be limited by law.

19. Indemnity

• By you. You will defend Wimzi and its officers and staff against any claim by a third party arising from your Customer Content, your use of the Service in breach of section 7 or 8, or your breach of Data Protection Law, and pay the damages, settlements and reasonable legal costs resulting from it.
• By us. We will defend you against any third-party claim that the Service itself (not Customer Content, templates you have changed, or combinations with things we didn't supply) infringes that party's intellectual property rights, and pay the damages and settlements resulting from it. If such a claim is made or likely, we may change the Service so it doesn't infringe, get you the right to keep using it, or end the affected Service and refund prepaid fees for the unused period. This is your only remedy for such claims. Our liability under this paragraph is subject to the cap in section 18. [to confirm]
• Process. The party asking for protection must tell the other promptly, let it control the defence and settlement (no settlement that admits fault for, or imposes an obligation on, the protected party without its consent), and give reasonable help at the other's cost.

20. Events outside our control

Neither of us is responsible for failing or delaying to meet our obligations (other than paying fees) because of events beyond our reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, power or internet failures, or failures of hosting or network providers, provided we take reasonable steps to reduce the effect. If such an event lasts more than 30 days, either of us may end the affected Order with written notice.

21. Changes to these terms

We may update these terms, for example to reflect changes in the law or the Service. For material changes we will give Owners at least 30 days' notice by email or in the Service before they take effect. If you don't agree, you may stop using the Service before the change takes effect, and for paid Orders, end the Order and receive a pro-rata refund of prepaid fees. Changes don't apply retroactively, and a signed Order's agreed terms don't change during its term without your written agreement. Each version of these terms is dated, and we record which version each account accepted.

22. Governing law and disputes

• These terms and any dispute arising from them are governed by the laws of [to confirm: the Federal Republic of Nigeria, as applied in Lagos State].
• We will both first try to settle any dispute in good faith by negotiation between senior representatives, within 30 days of written notice of it.
• If that fails, the dispute will be finally decided by arbitration under [to confirm: the Arbitration and Mediation Act 2023, by a sole arbitrator, seated in Lagos, in English].
• Either of us may still ask any court for urgent injunctive relief, for example to protect confidential information or intellectual property, and we may bring a claim for unpaid fees in a court of competent jurisdiction.

23. General

• Order of priority. If documents conflict, this order applies: a signed Order, then the Data Processing Agreement (for personal data matters), then these terms, then the privacy notice and other policies.
• Entire agreement. These terms, any Order and the documents they refer to are the whole agreement between us about the Service and replace earlier discussions. Neither of us relies on statements not set out in them, but this doesn't limit liability for fraud. Terms in your purchase orders or supplier portals don't apply, even if we accept or acknowledge them.
• Assignment. Neither of us may transfer this agreement without the other's written consent, which won't be unreasonably withheld, except to a successor in a merger, acquisition or sale of substantially all of the relevant business, with notice.
• Subcontractors. We may use subcontractors and remain responsible for their performance.
• Independent parties. We are independent contractors. Nothing creates a partnership, agency or employment relationship.
• Severability. If any part of these terms is found unenforceable, it is changed to the minimum extent needed to make it enforceable, and the rest stays in effect.
• No waiver. Not enforcing a right straight away doesn't mean giving it up.
• Notices. We send notices to the Owner's email address. You send notices to [to confirm: legal notices email and postal address]. Email notices take effect on the next business day after sending.
• Publicity. We won't name you as a customer or use your logo in marketing without your written permission.
• Security research. If you find a vulnerability, report it through the security page. Don't access other customers' data, disrupt the Service or make the issue public before we have had a reasonable chance to fix it.
• Compliance. Each of us will comply with anti-bribery, anti-corruption, sanctions and export control laws that apply to it in connection with this agreement.
• Third parties. Nobody other than you and Wimzi has rights under these terms, unless the terms expressly say so.
• Language. These terms are written in English. If they are translated, the English version prevails.

24. Contact

[to confirm: legal entity, registered address and legal contact email]. Until these are published, use the contact form.

Version: 20 October 2026.