TERMS OF SERVICE
LAST UPDATED ON: JUNE 17, 2019
By signing up for the Wellsims.com service (“Service”) or any of the services of WELLS INTERACTIVE SERVICES LTD®
(“Wellsims.com”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”). The Services offered by Wellsims.com under the Terms of Service include various products and services to help you manage your educational Institution. Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https//www.wellsims.com. Wellsims.com reserves the right to update and change the Terms of Service by posting updates and changes to the Wellsims.com website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
The content of the pages of this website is for your general information and use only. It is subject to change without notice.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the “Terms of Service” for the complete picture of your legal requirements. By using Wellsims.com or any Wellsims.com services, you are agreeing to these terms. Be sure to occasionally check back for updates.
DON’T USE WELLSIMS.COM FOR ANYTHING ILLEGAL OR TRANSMIT ANY HARMFUL CODE. REMEMBER THAT WITH ANY VIOLATION OF THESE TERMS WE WILL CANCEL YOUR SERVICE.
IF WE NEED TO REACH YOU, WE WILL SEND YOU AN EMAIL.
- You must be 13 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.
- To access and use the Services, you must register for a Wellsims.com account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Wellsims.com may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You acknowledge that Wellsims.com will use the email address you provide as the primary method for communication.
- You are responsible for keeping your password secure Wellsims.com cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You are responsible for all activity and content such as data, graphics, photos and links that is uploaded under your Wellsims.com Account. You must not transmit any worms or viruses or any code of a destructive nature. 6. A breach or violation of any term in the Terms of Service as determined in the sole discretion of Wellsims.com will result in an immediate termination of your services and lawsuits, if applicable.
THE PERSON SIGNING UP FOR THE WELLSIMS.COM SERVICE IS RESPONSIBLE FOR THE ACCOUNT AND IS BOUND BY THESE TERMS OF SERVICE. IF YOU SIGNUP ON BEHALF OF YOUR EMPLOYER, YOUR EMPLOYER OWNS THE ACCOUNT AND IS ALSO BOUND BY OUR TERMS OF SERVICE.
- Subject to section 2.2, the person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner in connection with the Service.2. If you are signing up for the Service on behalf of your employer/Institution Head, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Upon completion of sign up for the Service, Wellsims.com will create a Payment Gateway account, as applicable, on your behalf, using your email address.
- You acknowledge that the Payment Gateway Account will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them.
THE WELLSIMS.COM SERVICE BELONGS TO US. YOU ARE NOT ALLOWED TO RIP IT OFF OR USE IT FOR ANY ILLEGAL OR SKETCHY PURPOSE.
IF A DISPUTE ARISES, THE ISSUE WILL BE DEALT WITH IN IN LINE WITH THE ALTERNATIVE DISPUTE RESOLUTION MECHANISM IN FORCE IN NIGERIA AND IN LINE WITH THE LAWS OF NIGERIA.
1. Technical support is provided to paying and non-paying Account holders and is available via channels as described in the pricing page.
2. The Terms of Service shall be governed by and interpreted in accordance with the laws of Nigeria applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Hyderabad, Nigeria with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
You acknowledge and agree that Wellsims.com may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Wellsims.com’s website, available at https://www.wellsims.com/terms-conditions/ and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Wellsims.com’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
WE CAN MODIFY, CANCEL OR REFUSE THE SERVICE AT ANYTIME.
IN THE EVENT OF AN OWNERSHIP DISPUTE OVER A WELLSIMS.COM ACCOUNT, WE CAN FREEZE THE ACCOUNT OR TRANSFER IT TO THE RIGHTFUL OWNER.
- We reserve the right to modify or terminate the Service for any reason, without notice at any time.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Portal Content and Accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening,libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Wellsims.com customer, Wellsims.com employee, member, or officer will result in immediate Account termination.
- Wellsims.com does not pre-screen Portal Content and it is in our sole discretion to refuse or remove any Portal Content that is available via the Service.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Wellsims.com employees and contractors may also be Wellsims.com customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
- Wellsims.com retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Wellsims.com reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
LIMITATION OF LIABILITY
WE ARE NOT RESPONSIBLE IF YOU BREAK THE LAW, BREACH THIS AGREEMENT OR GO AGAINST THE RIGHTS OF A THIRD PARTY, ESPECIALLY IF YOU GET SUED.
SERVICE IS “AS IS” SO IT MAY HAVE ERRORS OR INTERRUPTIONS AND WE PROVIDE NO WARRANTIES.
- You expressly understand and agree that Wellsims.com shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
- In no event shall Wellsims.com or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Wellsims.com partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
- Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Wellsims.com does not warrant that the Service will be uninterrupted, timely, secure, or error-free.
- Wellsims.com does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
- Wellsims.com does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.
WAIVER AND COMPLETE AGREEMENT
IF WELLSIMS.COM CHOOSES NOT TO ENFORCE ANY OF THESE PROVISIONS AT ANY TIME, IT DOES NOT MEAN A WAIVER OF THAT RIGHT LATER.
THESE TERMS OF SERVICE MAKE UP THE AGREEMENT THAT APPLIES TO YOU. THIS MEANS THAT ANY PREVIOUS AGREEMENTS BETWEEN YOU AND WELLSIMS.COM DON’T APPLY IF THEY CONFLICT WITH THESE TERMS.
The failure of Wellsims.com to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Wellsims.com and govern your use of the Service, superseding any prior agreements between you and Wellsims.com (including, but not limited to, any prior versions of the Terms of Service).
INTELLECTUAL PROPERTY AND CUSTOMER CONTENT
ANYTHING YOU UPLOAD REMAINS YOURS AND YOUR RESPONSIBILITY.
- We do not claim any intellectual property rights over the material you provide to the Wellsims.com service. All material you upload remains yours. You can remove your Wellsims.com Portal at any time by deleting your Account. 2. You retain ownership over all Portal Content that you upload to a Wellsims.com. You are responsible for compliance of Portal Content with any applicable laws or regulations.
- We will not disclose your confidential information to third parties, except as required in the course of providing our services. Confidential information includes any materials or information provided by you to us which is not publicly known. Confidential information does not include information that:
(a) was in the public domain at the time we received it;
(b) comes into the public domain after we received it through no fault of ours;
(c) we received from someone other than you without breach of our or their confidentiality obligations; or
(d) we are required by law to disclose.
- Wellsims.com shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Portal to promote the Service.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
PAYMENT OF FEES
FOR LIVE PAYMENT GATEWAYS, A VALID DEBIT CARD (MASTER CARD, VISA OR VERVE) IS REQUIRED OR CASH. YOU WILL BE BILLED FOR YOUR SUBSCRIPTION FEES PER ACADEMIC TERM AND HAVE 1 WEEK TO PAY. ANY TRANSACTION FEES OR ADDITIONAL FEES WILL BE CHARGED TO YOUR CREDIT CARD. IF YOU’RE EXEMPT FROM TAXES, LET US KNOW BY GIVING US YOUR ORIGINAL EXEMPTION CERTIFICATE AND WE’LL STOP ADDING TAXES TO YOUR BILL. NO REFUNDS.
- You will pay the Fees applicable to your subscription to Online Service and/or Payment Services (“Subscription Fees”) and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account (“Transaction Fees”), and any fees relating to your purchase of any products or services such as, apps, domain names or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
- You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Wellsims.com will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Wellsims.com will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated.
- You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, an invoice will appear on the Account page of your Wellsims.com administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
- All Fees are exclusive of applicable federal, Central, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- If you are a resident of Nigeria, you are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Wellsims.com’s products and services. These Taxes are based on the rates applicable to the Nigerian billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.
- Wellsims.com does not provide refunds for its services or subscriptions. This also includes any Payment Gateway transaction fee or convenience fee levied on online transactions done via the customer portal.
CANCELLATION AND TERMINATION
TO INITIATE A CANCELLATION, EMAIL SUPPORT. WELLSIMS.COM WILL RESPOND WITH SPECIFIC INFORMATION REGARDING THE CANCELLATION PROCESS FOR YOUR ACCOUNT. ONCE CANCELLATION IS CONFIRMED, PORTALS PURCHASED THROUGH WELLSIMS.COM WILL NO LONGER BE AUTOMATICALLY RENEWED. IF YOU CANCEL IN THE MIDDLE OF YOUR BILLING CYCLE, YOU’LL HAVE ONE LAST EMAIL INVOICE.
WE MAY CHANGE OR CANCEL YOUR ACCOUNT AT ANY TIME. ANY FRAUD AND WE WILL SUSPEND OR CANCEL YOUR ACCOUNT.
- You may cancel your Account at any time by emailing Support. then following the specific instructions indicated to you in Wellsims.com‘s response. 2. Upon termination of the Services by either party for any reason:
a. Wellsims.com will cease providing you with the Services and you will no longer be able to access your Account;
b. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Wellsims.com for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
d. your Portal website will be taken offline.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the Wellsims.com Service or your Account for any reason, without notice at any time.
- Fraud: Without limiting any other remedies, Wellsims.com may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.
MODIFICATIONS TO THE SERVICE AND PRICES
WE MAY CHANGE OR DISCONTINUE THE SERVICE AT ANYTIME, WITHOUT LIABILITY.
- Prices for using the Services are subject to change upon 1year of initial subscription notice from Wellsims.com. Such notice may be provided at any time by posting the changes to the Wellsims.com Site (Wellsims.com.com) or the administration menu of your Wellsims.com Portal via an announcement. 2. Wellsims.com reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice. 3. Wellsims.com shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
THIRD PARTY SERVICES
WE ARE NOT RESPONSIBLE FOR THIRD PARTY SERVICES SO USE THEM AT YOUR OWN RISK. IF YOU USE ANY THIRD PARTY SERVICES ON THE WELLSIMS.COM PLATFORM, YOU PERMIT US TO SEND YOUR DATA TO THOSE SERVICES. IF YOU USE THEM YOU AGREE THAT WE DO NOT PROVIDE A WARRANTY, SO GET ADVICE BEFOREHAND.
- In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by,Wellsims.com’s partners or other third parties.
- Wellsims.com may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use, including via the Wellsims.com App Portal. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Wellsims.com’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
- We do not provide any warranties with respect to Third Party Services. You acknowledge that Wellsims.comhas no control over Third Party Services, and shall not be responsible or liable to anyone for such Third Party Services. The availability of Third Party Services on Wellsims.com’s websites, including the Wellsims.com App Portal, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Wellsims.com. Wellsims.com strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.
- If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Wellsims.com is not responsible for any disclosure, modification or deletion of your data or Portal Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Portal Content.
- Under no circumstances shall Wellsims.com be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any Expert. These limitations shall apply even if Wellsims.com has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall WELLS INTERACTIVE SERVICES LTD, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.