Terms of Service

1.1What forms the agreement

This agreement is made up of these terms and the documents listed below. Where a document listed below conflicts with these terms, it prevails to the extent of the conflict.

1.2How it is accepted

The Organisation and each User accept this agreement by creating an account, by confirming acceptance where the Service asks for it, or by using the Service. Where a person accepts on behalf of an Organisation, they confirm that they are authorised to bind it.

This agreement may be concluded electronically, and each party agrees that an electronic record of acceptance is evidence of it.

1.3Who may use the Service

Each User must be old enough to enter into a binding contract. The Organisation must not give access to the Service to anybody who is not, and is responsible for the Users it admits. The Service is provided to organisations rather than to consumers.

1.4Term

This agreement begins when it is accepted and continues until it is terminated under section 16.

2.1The Organisation holds the account

The account belongs to the Organisation, not to any individual User. Where a User leaves the Organisation, the Organisation may transfer or close their access, and the Church Data that User entered remains the Organisation’s.

2.2Administrators may bind the Organisation

The Organisation designates one or more Users as administrators. We are entitled to act on the instructions of an administrator concerning the account, its configuration, its Users and its Church Data, and the Organisation is bound by those instructions. The Organisation must keep its list of administrators current.

2.3Credentials

Credentials are personal to a User and must not be shared. The Organisation must require each User to keep theirs confidential. Where either party becomes aware that a credential has been compromised, it must tell the other promptly, and we may require the credential to be changed.

2.4Accurate information

The Organisation must give us accurate information about itself and its administrators, and keep it accurate, because it is the information we rely on to identify who may act for the account and where notices are sent.

2.5Unauthorised use

The Organisation must tell us promptly if it becomes aware of any unauthorised access to, or use of, its account.

3.1What is granted

During the term we grant the Organisation a non-exclusive, non-transferable, worldwide right to access and use the Service, for its own internal church or network purposes, through the Users it authorises. Where the Service is offered without charge, this licence is granted free of charge.

3.2What is not granted

The Organisation must not, and must not permit a User to:

• sell, resell, sublicense, rent or lease the Service, or make it available to anybody other than the Organisation and its Users;
• use the Service to provide a service of the same kind to third parties, whether or not for payment;
• remove, obscure or alter any proprietary notice, or present the Service under any name or mark other than our own;
• copy, modify, translate or create derivative works of the Service, or reverse engineer, decompile or disassemble it, except to the extent that law says this restriction cannot apply;
• use the Service, or anything learned from it, to build or improve a competing product; or
• use the Service beyond any volume or User limit agreed in an Order.

3.3Reservation

The Service is licensed and not sold. All rights not expressly granted by this agreement are reserved to us and our licensors.

4.1Prohibited conduct

Neither the Organisation nor any User may use the Service to:

• breach any law or regulation that applies to them;
• infringe the rights of any person, including rights in personal data, confidentiality and intellectual property;
• upload or transmit malicious code, or anything designed to interfere with the Service or with any system it connects to;
• attempt to gain access to an account, a workspace or a part of the Service they are not authorised to reach, or to probe, scan or test its vulnerability, or to load-test it, without our written permission;
• interfere with the Service or with any other organisation’s use of it;
• circumvent a usage limit, quota, access control or authentication measure; or
• extract data from the Service by automated means, other than through a feature we provide for that purpose.

4.2Unlawful and harmful content

The Organisation must not use the Service to create, store or distribute material that is unlawful, defamatory, harassing, discriminatory or harmful, or that a reasonable person would consider an abuse of the position of trust a church holds over the people in its records.

4.3Responsibility for Users

The Organisation is responsible for its Users’ compliance with this section, and for anything done through its account.

5.1Every campaign is the Organisation’s message

The Service allows the Organisation to send email to the people in its records. Every such message is sent by the Organisation, in the Organisation’s name, to people the Organisation has a relationship with. Responsibility for it, and for the people it is addressed to, rests with the Organisation and not with us.

5.2There must be a lawful basis, and a record of it

For every recipient, the Organisation must have a lawful basis for contacting them under the Nigeria Data Protection Act 2023 or other law that applies to it, together with any consent that law or its own notices require. The Service records consent against each contact, and the Organisation must keep that record accurate: it must not address a contact the record does not permit it to address, and must act on a withdrawal promptly.

5.3No unsolicited mail

The Organisation must not use the Service to send unsolicited bulk email, to send to an address list obtained from a third party, or to anybody who has asked it to stop. Once a person has withdrawn consent or asked not to be contacted, the Organisation must not address them again through the Service.

5.4The sending account

Where the Organisation connects its own Google account in order to send, that account is the sender, and the Organisation is responsible for it and for its use. The Organisation should connect an account whose sending allowance it can afford to spend on campaigns, rather than one whose allowance it needs for its own correspondence — a large campaign from a church’s primary inbox consumes the same allowance its ordinary mail is sent from, and once it is spent, its own replies are refused.

5.5Google’s limits are not ours to change

Google limits how much mail an account may send in a minute and in a day. Those limits are set by Google, they are outside our control, and the Service cannot exceed them. We do not promise that any particular volume of mail can be sent, or that a campaign will be delivered, opened or read.

5.6Content and identity

Every campaign must identify the Organisation as its sender and must give the recipient a way to be removed from future campaigns. A campaign must not impersonate any other person or organisation.

5.7Suspension of sending

We may suspend the ability to send campaigns where we reasonably believe a campaign would breach this section, where a sending account has been restricted by Google, or where sending presents a risk to the deliverability of mail sent by other organisations using the Service. Where we can, we will tell the Organisation what prompted it and what would resolve it.

6.1The Organisation owns its data

As between the parties, the Organisation owns all rights in the personal data and other content it and its Users submit to, or generate within, the Service. We claim no ownership of it.

6.2The licence we need to run the Service

The Organisation grants us a licence to host, store, copy, transmit, display, back up and otherwise process Church Data, solely so that we can provide the Service, secure it, support it, prevent or address faults, and act on the Organisation’s instructions. This licence is limited to what that requires, and ends when this agreement ends, subject to section 16.

6.3We do not use Church Data for our own purposes

We process Church Data on the Organisation’s instructions and for no purpose of our own. We do not sell it, rent it, disclose it for advertising, use it to build profiles of individuals, or use it to train machine-learning models.

We do use information about the Organisation’s account — its name, its administrators, its billing and its usage of the Service as a whole — to run the relationship, to support the Organisation, and to understand how the Service is used.

6.4Accuracy is the Organisation’s

The Organisation is responsible for the accuracy, quality and legality of Church Data, and for the way it obtains and uses it.

7.1Services we connect to

The Service interoperates with services operated by others, such as a church’s Google account and payment providers. The Organisation’s use of a third-party service is governed by its own agreement with that third party, and not by this agreement.

7.2Google

Where the Organisation connects a Google account, our access is limited to the permission the Organisation grants, which the Organisation may withdraw at any time from that account. Our handling of Google user data is described in the Privacy Policy, and adheres to the Google API Services User Data Policy, including its Limited Use requirements.

7.3The Organisation must be entitled to connect

The Organisation must have the right to connect any third-party account it connects, and to authorise the access it grants.

7.4We are not responsible for a third party

We do not control third-party services and are not responsible for their acts, omissions, availability or security. A failure of a third-party service is not a breach of this agreement by us, although we will do what we reasonably can to help.

8.1Fees

The Service is sold on subscription. The plans, what each one includes, and the fee for each are published at /pricing and are set out here as well, so that this agreement states them rather than pointing at a page that may change:

A yearly subscription is charged at 10 months’ fee for twelve months of Service, which is 2 months at no charge. Fees are in Nigerian naira and are exclusive of value added tax, which section 8.4 deals with. The network tier is not priced here: it is quoted for the body that holds several churches, and the quotation is the Order that states its fee.

A subscription is taken out from a Workspace’s own Billing settings and is paid by card. The subscription record that results is an Order for the purpose of these terms: it states what the Organisation is buying, for how long, and at what fee, and it is the document that makes a fee payable. The Refund Policy states when a fee that has been paid is returned.

8.2Payment and renewal

A subscription renews automatically at the end of each period and the card on file is charged then, until the Organisation cancels it. We send notice to an administrator’s email address three days before each renewal. Cancelling stops future renewals and does not end the current period: the Organisation keeps the Service until the end of the period it has already paid for.

If a charge fails, the Service continues for seven days while it is retried or replaced, and after that access ends under section 16. Where the Organisation pays by invoice instead — which we offer at our discretion for a network or a large body — it will pay each invoice within the period the Order states, or within thirty days if it states none.

8.3Overdue amounts

We may charge interest on an amount that is overdue at the rate stated in the Order. Where an amount is more than thirty days overdue we may suspend the Service under section 16, having given the Organisation notice and a chance to pay.

8.4Taxes

Fees are exclusive of value added tax and any similar tax. The Organisation is responsible for those taxes, except for taxes on our own income, and will pay them in addition to the fees.

8.5Changes to fees

We may change a fee at the end of a subscription term, on at least thirty days’ notice. If the Organisation does not accept the change it may terminate under section 16 before the change takes effect. Continuing to use the Service after the change takes effect is acceptance of it.

8.6Refunds

Except for the seven-day money-back guarantee in the Refund Policy, and except where the law requires it, fees already paid are not refundable. A refund is made to the card that paid and nowhere else, and cancelling a subscription does not by itself refund a period that has already been paid for.

The guarantee covers the first payment on a new subscription. It does not cover renewals, and it is set out in full — with what it excludes, and how to ask — in the Refund Policy. That policy is one of the documents listed in section 1.1, so where this section and the policy conflict, the policy prevails to the extent of the conflict.

9.1No service level is promised

We do not promise any particular level of availability, and no service level commitment applies unless one is agreed in writing in an Order. We work to keep the Service available and to fix faults promptly, and we take the availability of a church’s records seriously, but a percentage promise is a thing to be made deliberately in a contract rather than implied by one.

9.2Interruptions

The Service may be interrupted for maintenance, for security work, or because of a failure of something we rely on. Where an interruption is planned we will give the Organisation notice where it is reasonable to do so.

9.3Support

Support is available by email at support@vultion.com on business days. We do not promise a response time unless one is agreed in an Order.

9.4Changes to the Service

We may add, change or withdraw functionality. Where a change materially reduces what the Organisation can do with the Service, we will give reasonable notice to its administrators, and the Organisation may terminate under section 16 if the change does not suit it.

9.5Features offered in preview

We may make a feature available before it is finished, marked as a preview or beta. It is provided as it is, it may change or be withdrawn at any time, and sections 9.1 and 9.4 do not apply to it.

10.1The obligation

Each party may receive information that the other treats as confidential. Each party will keep it confidential, use it only to perform this agreement, and disclose it only to those of its personnel and advisers who need it and are under an equivalent obligation.

10.2What is not confidential

Information is not confidential if it is or becomes public without breach of this agreement, was already lawfully held without an obligation of confidence, is received lawfully from somebody else without one, or is independently developed. A party may disclose confidential information where the law requires it, giving notice first where it lawfully can.

10.3Church Data

Church Data is the Organisation’s confidential information. This section protects it; it does not widen what we may do with it, which is set by section 6 and by section 11.

11.1Each party complies with the law that binds it

Each party will comply with the data protection law that applies to it, including the Nigeria Data Protection Act 2023 and, where it applies, the UK or European General Data Protection Regulation.

11.2The Organisation is the controller, and we are the processor

For the personal data the Organisation keeps in the Service, the Organisation is the data controller and we are the data processor. The Organisation determines what is recorded, why it is recorded, how long it is kept and who may be contacted. We process that data on the Organisation’s documented instructions, including the instructions it gives through the way it configures the Service.

11.3What we do as processor

We will:

• process Church Data only on the Organisation’s documented instructions, and tell the Organisation if an instruction appears to breach data protection law;
• implement appropriate technical and organisational measures to protect it, as described in the Privacy Policy;
• assist the Organisation in responding to a request from a person exercising their rights, so far as we can;
• assist the Organisation in meeting its own obligations to notify a breach, and to carry out an assessment of a processing operation where one is required;
• impose equivalent obligations on our sub-processors, and make a list of them available to the Organisation on request; and
• delete or return Church Data at the end of this agreement, as section 16 provides.

11.4What the Organisation does as controller

The Organisation must have a lawful basis for the personal data it puts into the Service, give the people in its records the information they are entitled to, obtain any consent it relies on, and answer their requests. Where a person makes a request to us, we will refer it to the Organisation and assist as section 11.3 provides, unless the law requires us to answer it ourselves.

The Organisation must not instruct us to do anything with Church Data that would breach data protection law, and must not use the Service to process data it has no right to hold.

11.5Breach notification

If we become aware of a personal data breach affecting Church Data, we will tell the Organisation without undue delay and give it the information it needs to meet its own obligations to the Nigeria Data Protection Commission and to the people concerned. The Organisation is responsible for making those notifications.

11.6Transfers and sub-processors

Our sub-processors, and the countries in which Church Data is processed, are described in the Privacy Policy. Where Church Data is transferred out of Nigeria, we rely on the safeguards described there.

11.7The Privacy Policy and a Data Processing Agreement

The Privacy Policy explains how we handle personal data and forms part of this agreement on that subject. Where the Organisation needs a Data Processing Agreement, we will enter into one, and it prevails over this section to the extent of any conflict.

12.1Ours

The Service, and everything in it that we or our licensors own — its software, its design, its text and its marks — remains ours or theirs. Nothing in this agreement transfers any of it to the Organisation.

12.2The Vultion name

The Vultion name, mark and logo are ours. The Organisation may not use them without our written permission, except as the Service displays them in the ordinary course of use.

12.3Feedback

If the Organisation or a User suggests a change or an improvement, we may act on it freely and without obligation. A suggestion does not make either of them a joint owner of anything we build.

12.4The Organisation’s content

What the Organisation and its Users put into the Service stays theirs, as section 6.1 provides.

13.1Both parties warrant their authority

Each party warrants that it has the authority to enter into this agreement and that doing so will not breach any other obligation it is under.

13.2What we warrant

We warrant that we will provide the Service with reasonable skill and care, and substantially as it is described in the product.

13.3What we do not warrant

To the fullest extent the law permits, we disclaim every other warranty, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. We do not warrant that the Service will be uninterrupted or error-free, that it will meet the Organisation’s requirements, that every fault will be corrected, or that using it will produce any particular outcome.

13.4What the Organisation warrants

The Organisation warrants that it has the right to put Church Data into the Service, that it has the lawful basis and any consent that section 5.2 requires, and that its campaigns and its use of the Service comply with section 4, section 5 and the law.

14.1The cap

To the fullest extent the law permits, and subject to section 14.3, neither party’s total liability arising out of or in connection with this agreement, in any period of twelve months, will exceed the greater of the total fees paid and payable by the Organisation in the twelve months before the event giving rise to the claim, and ₦100,000.

14.2What is not recoverable

Subject to section 14.3, neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, for indirect or consequential loss, or for the cost of substitute services. Loss or corruption of Church Data caused by our breach of section 11 is not excluded by this clause, although it remains subject to the cap in section 14.1.

14.3What cannot be limited

Nothing in this agreement limits either party’s liability for fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, for its breach of section 10, or for anything else that the law does not allow to be limited. Nothing in this section limits the Organisation’s obligation to pay fees that are due.

14.4How the cap applies

The cap applies to each party together with its affiliates, directors, employees and contractors, and more than one claim does not enlarge it. Each party will take reasonable steps to avoid or reduce a loss it suffers.

14.5Why the cap is what it is

The fees, where there are fees, reflect the allocation of risk in this section. We could not offer the Service on these terms without it, and the Organisation should consider whether it needs cover of its own for the losses this section excludes.

15.1By the Organisation

The Organisation will indemnify us against any claim by a third party, and the costs of defending it, that arises from Church Data it had no right to put into the Service, from a campaign it sent in breach of section 5, from its breach of data protection law as controller, or from its breach of section 4.

15.2By us

We will indemnify the Organisation against any claim by a third party that the Service, used as this agreement permits, infringes their intellectual property rights, and against the costs of defending it. This does not apply where the claim arises from Church Data, from a modification we did not make, or from use combined with something we did not supply.

15.3How an indemnity works

The party seeking indemnity must tell the other promptly, must let it conduct the defence and any settlement, must not admit anything without its consent, and must give reasonable help. A party may not settle a claim in a way that imposes an obligation on the other without its consent.

16.1Suspension

We may suspend all or part of the Service where we reasonably believe there is a security risk to it or to Church Data, where the Organisation is in material breach of this agreement, where fees have been overdue for more than thirty days, or where suspension is needed to comply with the law or to protect the Service or another organisation using it. Where we can, we will tell the Organisation why and what would end the suspension.

16.2Termination for cause

Either party may terminate this agreement if the other is in material breach and does not cure it within 30 days of being told in writing what the breach is, or immediately if the other becomes insolvent, enters administration or liquidation, or ceases to carry on business.

16.3Termination for convenience

Either party may terminate this agreement on 30 days’ written notice. We will not terminate a subscription the Organisation has paid for before the end of the period it has paid for, except under section 16.1 or 16.2.

16.4Effect of termination

Access to the Service ends. Fees already due remain payable. The sections that by their nature should survive do survive, including sections 6, 10, 12, 13, 14, 15, 17 and 18.

16.5Taking a copy of Church Data

For 30 days after this agreement ends, the Organisation may take a copy of Church Data, and we will provide it with one in a structured, commonly used, machine-readable format on request made within that period.

16.6Deletion

After that period we may delete Church Data. We will delete it sooner if the Organisation asks us to. Deleting it does not immediately remove it from backups taken in the ordinary course, which are overwritten on their own cycle, and we may keep records where the law requires us to.

17.1Which law

This agreement, and any dispute arising out of it or in connection with it, is governed by the laws of the Federal Republic of Nigeria.

17.2Which courts

The parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria sitting in Lagos State.

17.3Talking first

Before starting proceedings, the parties will try in good faith to resolve the dispute by discussion between people senior enough to settle it, for at least thirty days after one tells the other in writing that there is a dispute. Either party may go to court sooner where it needs an urgent order to protect its rights.

17.4Injunctions

Nothing in this agreement prevents either party from applying for an injunction or other urgent relief.

18.1The whole agreement

This agreement, together with the documents listed in section 1.1, is the whole agreement between the parties on its subject, and replaces anything said or written before it. Neither party relies on anything not written in it.

18.2Changes to these terms

We may amend these terms. When we do, we will publish the amended version here with a new version number and effective date, and where the change is material we will tell the administrators of affected workspaces before it takes effect. Continuing to use the Service after the effective date is acceptance of the amended terms. If the Organisation does not accept them, it may terminate under section 16.3 before they take effect.

18.3Assignment

Neither party may assign this agreement without the other’s written consent, except to an affiliate or to a successor in a merger or a sale of substantially all of its assets. We may assign it to a successor of the Vultion business, and will tell the Organisation if we do.

18.4No waiver

If a party does not enforce a term, that is not a waiver of it, and a waiver of one breach is not a waiver of another.

18.5If a term is unenforceable

If a term of this agreement is found to be unenforceable, it is changed to the smallest extent that makes it enforceable, or removed if it cannot be, and the rest of the agreement continues in force.

18.6Notices

A notice to the Organisation may be sent to an administrator’s email address on the account, and a notice to us must be sent to support@vultion.com. A notice sent by email is treated as received on the next business day after it is sent, unless the sender is told it did not arrive.

18.7Events outside a party’s control

Neither party is liable for a failure to perform caused by something outside its reasonable control, provided it tells the other and works to resume performance. This does not excuse the Organisation from paying fees that are due.

18.8No third-party rights

Nobody who is not a party to this agreement may enforce it, except that our affiliates, directors, employees and contractors may rely on section 14.

18.9The relationship between the parties

The parties are independent. Nothing in this agreement makes them partners, agents or joint venturers, or makes one of them responsible for the other’s acts.