Terms of Service

1. Introduction, eligibility and acceptance

1.1 These Terms of Service (the “Terms”) are issued by Airsenseinc (“Airsenseinc”, “we”, “us” or “our”), the trading name of Airsense Bridge Limited, a business process outsourcing (BPO), customer experience and corporate concierge business having its registered office at Surulere, Lagos, Nigeria, registered in Nigeria (RC 9660686).

1.2 These Terms govern (a) access to and use of the website at https://airsenseinc.com and any related pages, forms and content (the “Website”); and (b) the provision of Services by Airsenseinc to a Client, save where and to the extent a signed MSA, SOW or other written agreement applies.

1.3 By accessing the Website, submitting an enquiry, or instructing or receiving the Services, the User or Client acknowledges that it has read, understood and agrees to be bound by these Terms. A person who does not agree must not use the Website or the Services.

1.4 Eligibility. The Website and Services are intended for businesses, organisations and professionals, not for consumers or children. By using them, the User warrants that it is at least 18 years old and, where it acts for an organisation, that it is authorised to bind that organisation.

1.5 Contract formation. These Terms do not by themselves create an obligation on Airsenseinc to provide the Services. A binding engagement is formed only when the parties execute an MSA and/or a SOW, or Airsenseinc issues and the Client accepts a written proposal, order confirmation or SOW. Marketing statements and Website content are invitations to treat, not offers.

1.6 We may amend these Terms from time to time. The version in force is the one published on the Website on the date of access. Material changes affecting an active engagement are handled through the change-control provisions of the applicable MSA/SOW rather than by unilateral amendment.

2. Definitions and interpretation

Key defined terms include: “Affiliate” (an entity that controls, is controlled by, or is under common control with a party, control meaning >50% voting rights or power to direct management); “Applicable Law” (all laws applicable to a party’s performance, including the NDPA and NDPC guidance, the Cybercrimes Act, CAMA, the FCCPA, and, where applicable, the EU GDPR, UK GDPR and UK DPA 2018, and the CCPA/CPRA and other US state privacy laws); “Client”; “Confidential Information” (clause 8); “Customer” (a customer, user or individual of the Client whose data Airsenseinc handles); the data-protection terms (as defined under the NDPA and corresponding laws); “Deliverables”; “DPA”; “Fees”; “Force Majeure Event” (clause 18); “Intellectual Property Rights”; “Losses”; “MSA”; “Personnel”; “Services”; “SLA”; “SOW”; “Sub-processor”; “User”; and “Work Product”.

Interpretation. Headings are for convenience; “including” is illustrative and does not limit the words preceding it; references to a statute include subordinate legislation and amendments; the singular includes the plural; and a reference to “writing” includes email.

3. Scope of services

3.1 Airsenseinc provides technology-enabled business support and corporate concierge services. Depending on the engagement, the Services may include customer support and customer experience outsourcing; business operations outsourcing; growth and community outsourcing; back-office operations; account management; customer retention; training; general BPO; AI-assisted support and automation; workflow automation; operational consulting; and corporate concierge services (staff logistics, gifting, guest management, executive travel, transport and retreat planning).

3.2 Not all Services are offered at all times or to all Clients. The Services actually provided, their scope, service levels, locations, staffing model and Fees are those set out in the applicable SOW; where the general description conflicts with a signed SOW, the SOW prevails.

3.3 Airsenseinc may perform the Services from Nigeria and, where agreed, other locations, serving Clients in Nigeria, elsewhere in Africa and internationally. Cross-border elements are subject to clause 9 and the DPA.

3.4 Changes take effect only when documented and agreed in writing (change order or amended SOW). Airsenseinc is not obliged to perform changed or additional Services until the change and any Fee adjustment are agreed.

4. Client responsibilities

The Client shall:

• provide accurate, complete and current information, materials, instructions and access, and keep them current;
• give timely instructions and decisions and nominate authorised contacts;
• provide and secure any systems, credentials, licences or platform access the Services require;
• ensure its instructions and materials are lawful, non-infringing and compliant with Applicable Law;
• obtain and maintain all consents, notices, licences and lawful bases necessary for Airsenseinc to Process Personal Data on its behalf, acting as Data Controller except where agreed otherwise;
• maintain appropriate security on its own systems;
• pay the Fees when due; and
• comply with Applicable Law and any sector-specific requirements applicable to its business.

5. Airsenseinc responsibilities

Airsenseinc shall:

• perform the Services with reasonable skill, care and diligence and in accordance with generally recognised standards for comparable BPO/CX services;
• use suitably skilled and trained Personnel;
• perform in accordance with the applicable SOW and any agreed SLA, using commercially reasonable efforts to meet agreed service levels;
• comply with Applicable Law applicable to it;
• maintain the confidentiality of Client Confidential Information (clause 8);
• implement reasonable technical and organisational measures to protect Personal Data and Client data (clause 9, the DPA and any security schedule); and
• manage security incidents and Personal Data Breaches in accordance with the DPA and Applicable Law.

6. Commercial terms

6.1 Fees, rates, pricing model (per seat, per hour, per transaction, per outcome or fixed fee), minimum commitments and set-up charges are set out in the applicable SOW, proposal or order confirmation. Airsenseinc operates a pre-paid model (invoice in advance; payment in cleared funds before the service period; plus any agreed security deposit); the exact cycle is confirmed in the SOW.

6.2 Currency and taxes. Fees are exclusive of VAT, withholding and other applicable taxes, which the Client pays in addition where properly chargeable. Invoices are payable in Naira, Dollars, Pounds or CAD. Each party is responsible for its own income taxes.

6.3 Late payment and suspension. Airsenseinc may charge interest on overdue undisputed amounts at 15% and, on notice, suspend the Services for non-payment of undisputed Fees not cured within the applicable period, without liability. The Client pays undisputed amounts on time and notifies bona fide disputes in writing with reasons within 5 days.

6.4 Fees are non-refundable except as expressly stated in a SOW or required by Applicable Law. Fee review/adjustment follows the mechanism (if any) in the MSA/SOW on reasonable prior notice; additional or out-of-scope services and pre-agreed expenses are chargeable in addition.

7. Intellectual property

7.1 Airsenseinc IP. As between the parties, Airsenseinc owns and retains all Intellectual Property Rights in its brand, name, logo, the Website, its templates, processes, methodologies, training materials, software, automation and tooling, and all pre-existing technology and know-how. Nothing transfers Airsenseinc IP to the Client.

7.2 Client IP. The Client owns and retains all Intellectual Property Rights in its Customer data, trade marks, systems, documentation, content and materials (“Client Materials”), and grants Airsenseinc a non-exclusive, royalty-free licence to use them solely to provide the Services during the term.

7.3 Deliverables. Subject to payment and unless a SOW states otherwise, Airsenseinc assigns to the Client the Intellectual Property Rights in Deliverables created specifically for the Client under that SOW, excluding embedded Airsenseinc IP or third-party materials, which are licensed to the Client on a non-exclusive, perpetual, royalty-free basis for use as part of the Deliverable for its internal business purposes.

7.4 Airsenseinc may use the general skills, know-how and experience acquired in performing the Services, and any improvements to Airsenseinc IP, provided it does not disclose the Client’s Confidential Information or infringe the Client’s Intellectual Property Rights.

8. Confidentiality

8.1 “Confidential Information” means any non-public information disclosed by one party to the other, in any form, that is marked or would reasonably be understood to be confidential, including business, technical, commercial, financial, personnel and Customer information, pricing, and the terms of the engagement.

8.2 The Receiving Party shall keep it confidential, use it only to perform or receive the Services, and disclose it only to its Personnel, Affiliates, professional advisers and (for Airsenseinc) approved Sub-processors who need to know it and are bound by obligations no less protective than these.

8.3 Compelled disclosure is permitted to the extent required by law or a competent regulator, with prior notice where lawful and practicable and disclosure limited to what is required. The obligations do not apply to information that is or becomes public without breach, was lawfully known without a duty of confidentiality, is lawfully received from a third party, or is independently developed without use of the Confidential Information.

8.4 On termination or request, the Receiving Party returns or securely destroys the Confidential Information, subject to legal retention or reasonable backup practice. This clause survives termination for five years, and indefinitely for trade secrets.

9. Data protection

Each party complies with its data protection obligations under Applicable Law. Depending on the activity, Airsenseinc may act as Processor or Sub-processor on the Client’s behalf, and as an independent Controller for certain data (Website visitor, prospect, vendor, employee and applicant data), as described in its Privacy Policy. Where Airsenseinc processes Personal Data on the Client’s behalf, it does so only on the Client’s documented lawful instructions, applying purpose limitation and data minimisation, keeping it confidential, and implementing reasonable security; it assists with Data Subject requests, breach notification and (where applicable) DPIAs on the terms of the DPA. International transfers are subject to the safeguards in the DPA. The detailed data protection terms are in the DPA; if there is any conflict on Processing of Personal Data, the DPA prevails.

10. Artificial intelligence and automation

Where expressly agreed in a SOW, the Services may include AI-assisted support or automation. Airsenseinc maintains appropriate human oversight proportionate to the risk and does not rely solely on automated processing to produce legal or similarly significant effects except where lawful and expressly agreed. AI systems can produce inaccurate or fabricated outputs; Airsenseinc does not warrant AI-assisted outputs are error-free, and the Client is responsible for any review or human-in-the-loop controls it requires. Airsenseinc shall not use Client Personal Data or Confidential Information to train AI models for third parties, nor input them into third-party AI tools except as permitted by the SOW and DPA with appropriate safeguards; approved AI vendors are treated as Sub-processors where they Process Personal Data. Any solely automated decision-making with legal or similarly significant effects is identified in the SOW, with the Client remaining responsible for the lawful basis, notices and Data Subject rights.

11. Acceptable use

When using the Website or receiving the Services, a User or Client shall not (and shall not permit others to):

• use them for fraud or any unlawful, deceptive or harmful purpose;
• introduce malware or attempt unauthorised access to or disruption of any system or data;
• engage in data theft, harvesting, scraping or unlawful surveillance;
• harass, abuse, threaten or defame any person, or transmit unlawful, obscene or infringing content;
• send spam or unlawful marketing, or misuse Customer contact data;
• infringe the Intellectual Property Rights or other rights of Airsenseinc or any third party;
• circumvent security or access controls, or reverse engineer Airsenseinc IP except as permitted by law; or
• instruct or use the Services to Process Personal Data unlawfully or without a valid lawful basis.

Airsenseinc may suspend access and, where appropriate, terminate the engagement for material or persistent breach.

12. Warranties and disclaimers

Each party warrants it has authority to enter into and perform its obligations and that its performance will comply with Applicable Law applicable to it; Airsenseinc warrants it will perform the Services with reasonable skill and care. Except as expressly stated and to the maximum extent permitted by Applicable Law, the Website and Services are provided without further warranties, express or implied, including merchantability, satisfactory quality, fitness for a particular purpose or non-infringement. Airsenseinc does not warrant uninterrupted or error-free operation, guaranteed availability, guaranteed business results, or the accuracy of AI-assisted outputs. Nothing excludes any warranty or liability that cannot be excluded under Applicable Law.

13. Limitation of liability

13.1 Subject to clause 13.3, neither party is liable for loss of profit, revenue, business, contracts or opportunity; loss of anticipated savings; loss of goodwill or reputation; loss of or corruption of data (except arising from breach of data protection or security obligations); or any indirect or consequential loss, even if foreseeable.

13.2 Liability cap. Subject to clause 13.3, each party’s total aggregate liability arising out of or in connection with this Agreement and the applicable Statement of Work during any rolling twelve-month period shall not exceed the total Fees paid or payable under the affected Statement of Work during that period. Where the affected Statement of Work has been in effect for less than twelve months, the cap is calculated by reference to the Fees paid or payable for the initial twelve-month period of that Statement of Work.

13.3 Exceptions and separate caps.

• (a) Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law, or for fraud or fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence, where such liability cannot lawfully be limited.
• (b) Each party’s payment obligations are not reduced or discharged by the general liability cap in clause 13.2.
• (c) Liability arising from a breach of confidentiality (clause 8), data protection obligations (clause 9 or the DPA), infringement of the other party’s Intellectual Property Rights, or indemnification obligations (clause 14) is subject to the separate caps, exclusions or limitations expressly agreed by the parties in this Agreement or the applicable Statement of Work. Any liability that cannot lawfully be limited remains unlimited to the extent required by Applicable Law.
• (d) The parties shall expressly identify any liability that is subject to a separate higher cap or is uncapped. No category of liability is treated as uncapped merely because it is not expressly included within the general liability cap.
• (e) The parties shall agree in writing on any separate cap before entering into the applicable Statement of Work.

14. Indemnification

14.1 Airsenseinc indemnifies the Client against Losses from third-party claims to the extent caused by Airsenseinc’s infringement of a third party’s Intellectual Property Rights in providing the Services (excluding infringement arising from Client Materials or instructions), and such other matters as the parties specifically negotiate in the MSA.

14.2 The Client indemnifies Airsenseinc against Losses from third-party claims to the extent caused by the Client Materials, content, products, services or instructions; the Client’s infringement of a third party’s Intellectual Property Rights; the Client’s unlawful Processing of Personal Data or breach of its data protection obligations; and the Client’s breach of Applicable Law.

14.3 The indemnified party promptly notifies the claim, does not admit liability or settle without consent (not unreasonably withheld), gives the indemnifying party reasonable control of the defence, provides reasonable cooperation at the indemnifying party’s expense, and mitigates its Losses. The indemnities are subject to clause 13.3 and the MSA.

15. Term, suspension and termination

These Terms apply while a User accesses or uses the Website. For any services engagement, termination rights and obligations are governed by the applicable Master Services Agreement (MSA), Statement of Work (SOW), and these Terms, as applicable.

15.1 Termination for convenience

Either party may terminate a services engagement for convenience by giving the other party at least thirty (30) days’ prior written notice, unless the applicable SOW specifies a minimum commitment period, a different notice period, or other termination conditions. Where a minimum commitment period applies, termination during that period is subject to the applicable SOW.

15.2 Termination for breach

Either party may terminate the engagement by written notice if the other party commits a material breach and, where the breach can be remedied, fails to remedy it within fifteen (15) days after receiving written notice specifying the breach. If the breach cannot reasonably be remedied, termination may take effect immediately upon written notice. Airsenseinc may suspend the affected services or terminate the engagement if the Client fails to pay undisputed Fees within ten (10) business days after receiving written demand for payment. Either party may terminate the engagement immediately by written notice if the other party becomes insolvent, enters liquidation, or ceases business, to the extent permitted by Applicable Law.

15.3 Suspension or termination for legal, security or compliance reasons

Airsenseinc may suspend affected services immediately, or terminate the engagement by written notice where appropriate, if continued performance would violate Applicable Law or a binding regulatory requirement, the Client persists in issuing unlawful instructions after being notified, or a serious security, privacy, or data protection risk requires urgent action. Where reasonably practicable and legally permitted, Airsenseinc shall notify the Client of the issue and the action taken.

15.4 Consequences of termination

Upon termination or expiry of an engagement:

• (a) the Client shall pay all Fees for services performed up to the effective termination date, together with approved expenses and any other amounts properly payable under the MSA or SOW;
• (b) the Client remains responsible for any agreed minimum commitment, unavoidable third-party costs, or early termination charges expressly provided for in the applicable SOW;
• (c) each party shall, upon request, return or securely destroy the other party’s Confidential Information, subject to applicable legal, regulatory, and record retention requirements;
• (d) Airsenseinc shall provide reasonable transition assistance where requested and mutually agreed, which may be charged at the rates agreed by the parties, including any additional scope or costs documented in writing; and
• (e) Personal Data is returned, deleted, or otherwise handled in accordance with the applicable data protection provisions, including clause 16 and the DPA, where applicable.

15.5 Survival

Termination or expiry does not affect rights, liabilities, or payment obligations accrued before the effective termination date. Any provision which by its nature is intended to survive termination remains in effect, including provisions relating to payment, confidentiality, intellectual property, data protection, liability, indemnification, and dispute resolution, as applicable.

16. Data deletion and return

Upon expiry of the applicable retention period, fulfilment of the purpose for which Personal Data was collected or processed, receipt of a valid deletion request or the Client’s written instruction, or termination of the applicable services, Airsenseinc shall, as instructed by the Client and subject to Applicable Law, securely return or delete the Personal Data processed on the Client’s behalf, or anonymise it where appropriate. Such actions are carried out in accordance with the applicable DPA and Airsenseinc’s Data Retention and Deletion Policy.

Airsenseinc may retain Personal Data only to the extent necessary to comply with Applicable Law or for legitimate and documented purposes, including legal or regulatory obligations, litigation or legal holds, fraud prevention, information security, accounting, tax obligations, or enforcement of contractual rights. Any Personal Data retained for these purposes remains subject to appropriate confidentiality, security and data protection safeguards and is not processed for unrelated purposes.

Personal Data contained in routine encrypted backups may remain temporarily until overwritten or deleted in accordance with the applicable backup retention cycle, provided that it is isolated from active use, protected against unauthorised access or processing, and deleted in the ordinary course of that cycle unless retention is required by Applicable Law.

17. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good faith discussions between their designated representatives. If the dispute remains unresolved for thirty (30) days after written notice of the dispute, either party may refer it to mediation by mutual agreement.

If the dispute is not resolved through mediation, it is finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 and the arbitration arrangements agreed by the parties in the applicable MSA, SOW, or other signed agreement. The applicable agreement should specify the seat of arbitration, the applicable rules, and the procedure for appointing the arbitrator.

Nothing in this clause prevents either party from applying to a court of competent jurisdiction for urgent interim or injunctive relief, including to protect Confidential Information, Intellectual Property Rights, Personal Data, or other legally protected interests.

18. Force majeure

Neither party is liable for a failure or delay in performing its obligations under these Terms, except for payment obligations that became due before the relevant event, to the extent that the failure or delay results from an event beyond that party’s reasonable control.

Such events may include natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, widespread power or telecommunications failures, internet or cloud service outages, third-party platform disruptions, and cyber incidents that could not reasonably have been prevented through appropriate safeguards.

The affected party shall notify the other party as soon as reasonably practicable, explain the expected impact where known, take reasonable steps to minimise disruption, and resume performance as soon as reasonably practicable.

Where a force majeure event materially affects the Services, the parties shall discuss reasonable temporary arrangements, including alternative delivery methods where feasible. If the event continues for thirty (30) consecutive days and materially prevents delivery of the affected Services, either party may terminate the affected Services by written notice, subject to the applicable MSA or SOW. Fees for Services properly delivered before termination and any other amounts already due remain payable; any prepaid Fees for Services not delivered are handled in accordance with the applicable MSA or SOW.

19. Website terms of use

The Airsenseinc website and its content are provided for general information about Airsenseinc, its services, and its business. Website content does not constitute a binding offer, a guarantee of service outcomes, or professional advice unless expressly stated otherwise in a written agreement.

Airsenseinc may update, suspend, or discontinue any website feature or content where reasonably necessary, subject to Applicable Law.

All Intellectual Property Rights in the website and its original content belong to Airsenseinc or its respective licensors. Visitors may access and use the website for lawful personal or business evaluation. No visitor may reproduce, republish, distribute, modify, or commercially exploit website content without prior written permission, except where permitted by law.

The website may contain links to third-party websites or services. Airsenseinc does not control those third-party resources and is not responsible for their content, availability, or privacy practices.

Users submitting enquiries, career applications, or other information through the website must provide information that is accurate to the best of their knowledge and must not use the website for unlawful, fraudulent, abusive, or harmful purposes.

Personal Data submitted through the website is handled in accordance with the Airsenseinc Privacy Policy and Applicable Law. The use of cookies and analytics is explained in the applicable Cookie Policy or privacy notice. Nothing in this clause excludes or limits liability where such exclusion or limitation is prohibited by Applicable Law.

20. General

These Terms, together with the Privacy Policy, Cookie Policy, Website Disclaimer, and any other documents expressly incorporated into them, constitute the agreement governing use of the website, subject to Applicable Law.

Services provided to a Client are governed by the applicable signed MSA, SOW, DPA, or other written client agreement. Where a provision of these website Terms conflicts with a signed client agreement concerning the Services, the signed client agreement prevails to the extent of the conflict.

Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, such consent not to be unreasonably withheld or delayed. Airsenseinc may engage suitable affiliates, subcontractors, or service providers in delivering its Services, subject to the applicable client agreement and any relevant confidentiality, security, and data protection obligations. Airsenseinc remains responsible for the performance of its contractual obligations, subject to the agreed terms.

Formal notices under a client agreement are sent to the contact details specified in that agreement. Notices relating to website use are sent to the contact details published on the website.

A failure or delay in exercising a right under these Terms does not constitute a waiver of that right. If any provision is found to be invalid or unenforceable, the remaining provisions continue in effect to the extent permitted by law. Any amendment to these Terms is published on the website or communicated as required by Applicable Law or the relevant agreement.

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between the parties. No person who is not a party to these Terms may enforce them, except where Applicable Law or an express contractual provision provides otherwise.

21. Order of precedence

If there is a conflict between documents governing the relationship, the following order of precedence applies (higher prevails), except that a data-protection conflict is resolved in favour of the DPA. Where no MSA/SOW is signed (for example, a Website enquiry), these Terms and the Privacy and Cookie Policies apply.

22. Contact

22.1 Questions about these Terms may be sent to info@compliance.airsenseinc.com. Privacy matters: info@compliance.airsenseinc.com. Website: https://airsenseinc.com. Registered address: , Surulere, Lagos, Nigeria.