Terms and Conditions
Effective Date: 05 Nov 2024
Welcome to Umbaji. By accessing and using Umbaji's services, you agree to comply with the following terms and conditions. These terms govern all interactions with Umbaji, including but not limited to accessing, subscribing to, or engaging with our proprietary AI and robotics solutions, data access services, and other digital offerings. Umbaji has the right to change these terms at any time, and continued use of our services indicates that you've accepted the revised terms.
1. Introduction to Umbaji’s Services
Umbaji provides a range of AI and robotics solutions tailored to climate data, data accessibility, and the specific needs of the African market. As a social venture, Umbaji prioritizes societal impact while pursuing profit to sustain operations and maximize value for our clients.
2. Definitions
Umbaji Solutions: AI and robotics services were developed by Umbaji, and they include proprietary and customized solutions for clients.
Client: Any individual, company, or organization contracts Umbaji’s services.
User: Any person using Umbaji’s website, products, or services.
Intellectual Property (IP): Any and all IP rights including patents, trademarks, copyrights, designs, and trade secrets.
3. Scope of Services
Umbaji offers both customized client solutions and proprietary solutions for general and client-specific applications. By contracting with Umbaji, clients understand and agree that:
Solutions may integrate proprietary technology developed by 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 engaging with Umbaji agree to:
Provide accurate and relevant data for solution development.
Respect and uphold all confidentiality agreements.
Comply with applicable laws and regulations when using our services.
Not to use Umbaji’s solutions for unlawful activities or to infringe on others’ rights.
5. Intellectual Property Rights
Ownership: Umbaji retains ownership of all IP related to its proprietary solutions, including any AI models, algorithms, or robotics designs.
Licensing: For client-customized solutions, Umbaji may grant a limited, non-transferable, non-exclusive license to use the solution for specific purposes outlined in the contractual agreement. Most of the opensource datasets and models built by Umbaji will be licensed with the Obodo license.
Restrictions: Clients are prohibited from reverse engineering, reselling, sublicensing, or repurposing Umbaji’s proprietary technologies without prior written consent.
6. Data and Privacy
Umbaji is committed to protecting client data. Data access, storage, and handling follow strict guidelines to ensure confidentiality, security, and compliance with applicable privacy laws, such as the General Data Protection Regulation (GDPR) if relevant.
Client Data: All data provided by clients for the development of custom solutions remains the property of the client. Umbaji only uses client data as necessary to provide the agreed services.
Proprietary Data: Data generated by Umbaji’s proprietary solutions remains the property of Umbaji.
Third-Party Data: Clients are responsible for ensuring they have the right to provide third-party data to Umbaji.
7. Fees and Payments
Fees for services rendered are outlined in each client’s individual service agreement. Clients agree to:
Pay fees according to the payment schedule outlined in their agreement.
Accept that any delay in payment may result in suspension of services.
Fees are non-refundable unless stated otherwise in the agreement or required by law.
8. Warranties and Disclaimers
Umbaji makes reasonable efforts to ensure the accuracy, reliability, and performance of its solutions. However:
No Guarantee: Umbaji does not guarantee uninterrupted or error-free service.
Disclaimers: Umbaji disclaims any liability for direct or indirect damages arising from the use of its solutions unless otherwise required by law.
External Factors: Umbaji is not liable for delays, damages, or losses due to factors beyond our control, such as third-party dependencies or force majeure events.
9. Limitation of Liability
To the fullest extent permitted by law, Umbaji, its directors, employees, and affiliates shall not be liable for any indirect, incidental, special, or consequential damages arising from the use or inability to use Umbaji’s solutions.
10. Confidentiality
Both Umbaji and the client agree to protect the confidentiality of shared sensitive information. Neither party shall disclose confidential information to third parties without the express written consent of the other, except as required by law.
11. Termination of Services
Umbaji reserves the right to terminate services if:
The client breaches any term or condition.
Payment obligations are not met.
Umbaji determines that continued provision of services would be detrimental to its business interests.
In the event of termination, clients must cease all use of Umbaji’s proprietary solutions and return or destroy any materials specified by Umbaji.
12. Compliance with Local Laws
Clients acknowledge and agree to use Umbaji’s solutions in compliance with local laws, especially in matters concerning data usage, environmental impact, and ethical AI practices.
13. Environmental and Ethical Responsibility
As a social venture, Umbaji prioritizes sustainable, ethical practices in all operations. Clients are encouraged to:
Use our solutions in ways that support climate resilience and positive social impact.
Adhere to ethical guidelines provided for AI use, ensuring non-discriminatory and unbiased application.
14. Dispute Resolution
In the event of a dispute, Umbaji and the client agree to attempt resolution through negotiation. If resolution cannot be reached, disputes will be resolved through mediation or binding arbitration, depending on the client’s jurisdiction.
15. Governing Law
These terms and conditions shall be governed by and construed in accordance with the laws of Ecowas.
16. Changes to Terms and Conditions
Umbaji reserves the right to modify these terms at any time. Users and clients will be notified of material changes, and continued use of services following changes constitutes acceptance of the updated terms.
17. Contact Information
For any questions or concerns regarding these terms, please contact Umbaji at:
Email: contact@umbaji.org
Phone: +228 92 56 72 97