Terms of Use

1. Presentation of Umbaji services

Umbaji offers a range of AI and robotics solutions tailored to climate data needs, data accessibility, and specific African market requirements. As a social enterprise, Umbaji aims to maximize societal impact while pursuing profitability objectives to ensure operational sustainability and added value for clients.

2. Definitions

• Umbaji Solutions: AI and robotics services developed by Umbaji, including proprietary and customized solutions for clients.
• Client: any natural or legal person who subscribes to Umbaji services.
• User: any person using Umbaji's website, products, or services.
• Contributor: any person contributing to data collection or open-source projects on platforms such as Github or HuggingFace.
• Intellectual Property (IP): all IP rights including patents, trademarks, copyrights, designs, and trade secrets.

3. Scope of services

Umbaji offers both customized solutions for clients and proprietary solutions for general or client-specific applications. By contracting with Umbaji, clients understand and accept that:

• Solutions may integrate technology proprietary to Umbaji.
• Umbaji retains IP rights on all proprietary technologies unless otherwise agreed.
• Client-specific developments may be subject to separate IP agreements.

4. Client obligations and responsibilities

Clients using Umbaji services commit to:

• Providing accurate and relevant data for solution development.
• Respecting and enforcing all confidentiality agreements.
• Complying with applicable laws and regulations when using our services.
• Not using Umbaji solutions for illegal purposes or to infringe third-party rights.

5. Intellectual property rights

• Ownership: Umbaji retains ownership of all IP relating to its proprietary solutions, including AI models, algorithms, and robotic designs.
• License: for customized client solutions, Umbaji may grant a limited, non-transferable, and non-exclusive license for use of the solution for specific purposes defined in the contract.
• Restrictions: clients are prohibited from reusing, reselling, sublicensing, or misappropriating Umbaji's proprietary technologies without prior written consent.

6. Data and confidentiality

Umbaji commits to protecting client data. Data access, storage, and processing comply with strict guidelines to ensure confidentiality, security, and compliance with applicable privacy protection laws, such as the General Data Protection Regulation (GDPR), where relevant.

• Client data: all data provided by clients for customized solution development remains client property. Umbaji uses client data only to the extent necessary to provide agreed services.
• Proprietary data: data generated by Umbaji's proprietary solutions remains Umbaji's property.
• Third-party data: clients are responsible for ensuring they have the right to provide third-party data to Umbaji.

7. Fees and payments

Service fees are detailed in each client's individual service contract. Clients commit to paying fees according to the payment schedule defined in their contract, and understand that any payment delay may result in service suspension. Fees are non-refundable except as otherwise indicated in the contract or if required by law.

8. Warranties and disclaimers

Umbaji makes reasonable efforts to ensure accuracy, reliability, and performance of its solutions. However:

• No warranty: Umbaji does not guarantee uninterrupted or error-free service.
• Disclaimers: Umbaji disclaims responsibility for direct or indirect damages resulting from use of its solutions, except where required by law.
• External factors: Umbaji is not responsible for delays, damages, or losses due to factors beyond its control, such as third-party dependencies or force majeure events.

9. Limitation of liability

To the maximum extent permitted by law, Umbaji, its administrators, employees, and affiliates shall not be liable for any indirect, incidental, special, or consequential damages resulting from use or inability to use Umbaji solutions.

10. Confidentiality

Umbaji and the client commit to protecting the confidentiality of sensitive information shared. Neither party shall disclose confidential information to third parties without express written consent from the other, except as required by law.

11. Termination of services

Umbaji reserves the right to terminate services if:

• The client breaches any condition.
• Payment obligations are not met.
• Umbaji believes continued service provision would harm its business interests.

Upon termination, clients must cease all use of Umbaji's proprietary solutions and return or destroy material as specified by Umbaji.

12. Compliance with local laws

Clients acknowledge and agree to use Umbaji solutions in compliance with local laws, particularly regarding data use, environmental impact, and ethical AI practices.

13. Environmental responsibility and ethics

As a social enterprise, Umbaji prioritizes sustainable and ethical practices in all operations. Clients are encouraged to:

• Use our solutions in ways that promote climate resilience and positive social impact.
• Respect ethical guidelines provided for AI use, ensuring non-discriminatory and impartial application.

14. Dispute resolution

In case of dispute, Umbaji and the client agree to attempt resolution through negotiation. If no solution is found, disputes shall be resolved through mediation or binding arbitration, depending on the client's jurisdiction.

15. Applicable law

These general conditions are governed by and interpreted in accordance with ECOWAS law.

16. Modifications to general conditions

Umbaji reserves the right to modify these conditions at any time. Users and clients will be notified of significant modifications, and continued use of services after modifications constitutes acceptance of updated conditions.

17. Contact information

For any questions or concerns regarding these conditions, please contact Umbaji at:

• Email: contact@umbaji.org
• Phone: +228 92 56 72 97