Terms of Service

Binding Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you") and Crestline Software Limited (RC 9520500), a company incorporated in Nigeria and trading as Proquoti ("we", "our", "us"), governing your access to and use of the Proquoti platform, including all features, tools, APIs, and associated services.

By creating an account, clicking "I agree," or otherwise accessing the platform, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are using Proquoti on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Service Description

Proquoti is a cloud-based SaaS platform providing digital tools for construction cost estimation, project costing, and professional quotation generation. The platform is accessible via web browser at app.proquoti.com.

We reserve the right to modify, suspend, or discontinue any features, functionality, or aspect of the service at any time, with or without notice. We will not be liable for any such modification, suspension, or discontinuation.

Eligibility

To use Proquoti, you must:

• Be at least 18 years of age
• Have the legal capacity and authority to enter into binding contracts under applicable law
• Provide accurate, current, and complete registration information
• Not be prohibited from using the service under any applicable laws or regulations

We reserve the right to refuse service to any person or entity at our sole discretion.

Account Responsibility

You are solely and fully responsible for:

• Maintaining the confidentiality of your account credentials (email and password)
• All activities, actions, and content generated under your account
• Preventing unauthorized access to your account
• Notifying us immediately at support@proquoti.com upon discovering any unauthorized use

We are not liable for any loss or damage arising from compromised account credentials, regardless of cause, unless directly attributable to our own negligence.

KYC / Compliance Verification

We may require identity or business verification ("Know Your Customer" / KYC) at account creation or at any point during your use of the platform, in compliance with applicable Nigerian regulations.

Failure to provide requested verification information within a reasonable timeframe may result in restriction, suspension, or termination of your account. We shall not be liable for any losses resulting from such actions taken in good faith.

Payments, Billing & Subscriptions

6.1 Subscription Plans

Access to certain features requires a paid subscription. Subscription tiers, pricing, and included features are as published on proquoti.com/pricing and subject to change with prior notice.

6.2 Payment Processing

All payments are processed by third-party providers (currently Paystack). By subscribing, you agree to Paystack's terms and authorize us to charge your selected payment method on the applicable billing cycle.

6.3 Recurring Billing

Monthly subscriptions are billed on a recurring basis. You authorize automatic charges to your payment method until you cancel your subscription. Cancellation takes effect at the end of the current billing period.

6.4 Price Changes

We may change subscription prices with at least 14 days' notice. Continued use after the effective date constitutes acceptance of revised pricing.

6.5 Refund Policy

Acceptable Use Policy

By using Proquoti, you agree not to engage in the following prohibited activities:

Violation of this Acceptable Use Policy may result in immediate suspension or termination without notice or refund.

Intellectual Property Rights

All platform software, source code, design, branding, trademarks, and documentation remain the exclusive property of Proquoti and its licensors. Nothing in these Terms transfers any intellectual property rights to you.

You retain full ownership of all data, content, and files you upload or create within the platform ("Your Content"). By using the platform, you grant Proquoti a limited, non-exclusive, royalty-free license to store, process, and display Your Content solely for the purpose of providing the service to you.

We will not use Your Content for any other purpose, including marketing or training AI systems, without your explicit consent.

Service Availability

We strive to maintain high platform availability but do not guarantee uninterrupted, error-free, or secure access at all times. Scheduled maintenance, unexpected outages, or third-party infrastructure failures may result in temporary unavailability.

We are not liable for any losses, damages, or costs arising from service downtime, data delays, or interruptions, whether planned or unplanned.

Suspension and Termination

We reserve the right to suspend or terminate your account and access to the platform, with or without notice, for any of the following reasons:

• Breach or suspected breach of these Terms
• Suspected fraud, abuse, or illegal activity
• Non-payment of subscription fees
• Failure to complete KYC verification as required
• Compliance with applicable law or regulatory directive

You may terminate your account at any time by contacting us. Upon termination, your right to access the platform ceases immediately. We shall not be liable for any losses arising from termination carried out in accordance with these Terms.

Limitation of Liability

To the fullest extent permitted by applicable Nigerian law:

• We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement
• We are not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities
• Our total aggregate liability to you for any claim arising out of or related to these Terms or the service shall not exceed the total amounts paid by you to Proquoti in the three (3) calendar months immediately preceding the event giving rise to the claim

Some jurisdictions do not permit the exclusion of certain warranties or limitation of liability. In such cases, these exclusions apply to the maximum extent permitted by law.

Indemnification

You agree to indemnify, defend, and hold harmless Proquoti, its directors, officers, employees, contractors, and affiliates from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use or misuse of the platform
• Your violation of these Terms or any applicable law
• Your violation of any third-party rights, including intellectual property or privacy rights
• Any content you upload, submit, or generate through the platform

Force Majeure

We shall not be liable for any delay or failure to perform our obligations under these Terms where such delay or failure results from events beyond our reasonable control, including but not limited to:

• Internet or telecommunications infrastructure failures
• Acts of government, regulatory actions, or legal orders
• Natural disasters, pandemics, or civil unrest
• Third-party service provider failures (e.g., cloud hosting, payment processors)
• Cyberattacks or security incidents of an extraordinary nature

No Warranty

The Proquoti platform is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory.

We do not warrant that the platform will be accurate, reliable, complete, uninterrupted, secure, or free of errors or harmful components. Quotations, estimates, and calculations generated by the platform are provided as tools to assist your professional judgment and should not be relied upon as definitive financial or contractual documents without your independent verification.

Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or your use of the platform:

• Step 1 — Good faith negotiation: Both parties shall first attempt to resolve the dispute through good faith discussion within 30 days of written notice of the dispute.
• Step 2 — Mediation: If negotiation fails, parties may agree to submit the dispute to a mutually agreed mediator.
• Step 3 — Litigation: If mediation does not resolve the dispute, it shall be submitted to the exclusive jurisdiction of the competent courts of the Federal Republic of Nigeria.

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. The Nigeria Data Protection Act 2023, the Federal Competition and Consumer Protection Act (FCCPA), and other applicable Nigerian legislation shall apply where relevant.

Changes to Terms

We reserve the right to update or modify these Terms at any time. Where changes are material, we will provide at least 14 days' advance notice via email or in-app notification before the changes take effect.

Your continued use of the platform after the effective date of updated Terms constitutes your acceptance of the revised Terms. If you do not agree with material changes, you may terminate your account before they take effect.

All previous versions of these Terms are archived and available upon written request.

Entire Agreement

These Terms of Service, together with our Privacy Policy and any additional terms applicable to specific features or subscription plans, constitute the entire agreement between you and Proquoti with respect to the use of the platform.

These Terms supersede all prior negotiations, representations, warranties, or agreements between the parties relating to the subject matter herein. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Contact Information

For questions regarding these Terms of Service, account issues, or legal notices: