Terms and Conditions

1. Who We Are and What We Offer

MABS (Mindshift Ace Business Solutions) is a software-as-a-service platform, owned and operated by Mindshift Business Innovation Limited, that offers brand analysis, business insights, and related tools (the "Service"). We offer a limited free brand analysis to certain users, as well as paid subscription plans that unlock additional features, deeper analysis, and ongoing access ("Paid Plans").

We serve individuals and businesses, and we welcome users from Nigeria, the European Union / United Kingdom, the United Arab Emirates, and other jurisdictions, subject to the eligibility and regional provisions set out in these Terms.

2. Eligibility and Accounts

• You must be at least 18 years old, or the age of legal majority in your jurisdiction, to use the Service.
• You must provide accurate, current, and complete information when registering, and keep it up to date.
• You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
• Each account is for use by one individual or one authorised business user; you may not share credentials or resell access without our written consent.
• We may refuse registration or suspend an account where information provided is false, misleading, or where required by law (including sanctions or export-control restrictions).

3. The Free Brand Analysis

Certain users may access a free brand analysis feature ("Free Analysis") at our discretion. The Free Analysis is provided for evaluation purposes only, may be limited in scope, frequency, or features compared to Paid Plans, and may be withdrawn, restricted, or changed at any time without liability to you.

We may require you to create an account, verify your email or phone number, or provide business information to access the Free Analysis, and we may limit the Free Analysis to one use per person or business.

4. Fees, Subscriptions, Payment, and Renewals

• Paid Plans are billed in advance on a recurring basis (e.g., monthly or annually) as described at checkout, in your local currency where supported or in USD.
• Subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date through your account settings or by contacting us.
• You authorise us (and our payment processors) to charge your chosen payment method for all fees due, including applicable taxes, levies, and transaction charges.
• Except where required by law (including statutory consumer withdrawal rights described in Section 13 for EU/UK users), fees already paid are non-refundable. Any free trial or promotional pricing will convert to standard pricing unless cancelled before the trial ends.
• We may change our fees or introduce new charges for existing Paid Plans by giving you reasonable prior notice (at least 30 days). Continued use after the change takes effect constitutes acceptance of the new pricing; if you do not agree, you may cancel before the change applies.
• Failure to pay fees when due may result in suspension or downgrade of your account until payment is made.
• The fees applicable to the Service are those displayed on our website or within the Service at the time of purchase.

5. Licence to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your own internal business or personal purposes. This licence does not permit you to resell, sublicense, white-label, or provide the Service to third parties as a bureau or managed service without our prior written consent.

6. Acceptable Use

When using the Service, you must not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation in Nigeria, the EU/UK, the UAE, or your local jurisdiction;
• Upload or submit content that is defamatory, infringing, fraudulent, or that you do not have the right to share;
• Attempt to reverse engineer, decompile, scrape, or extract the underlying models, source code, or data of the Service, except to the extent such restriction is prohibited by law;
• Interfere with or disrupt the integrity or performance of the Service, including through malware, denial-of-service attacks, or unauthorised automated access;
• Use the Service to build a directly competing product or to benchmark it for a competitor without our consent;
• Misrepresent your identity or affiliation, or impersonate any person or entity.

We may suspend or terminate access, with or without notice, for any breach of this section.

7. User Content and Intellectual Property

You retain ownership of any content, data, or materials you submit to the Service ("User Content"). You grant Mindshift a worldwide, non-exclusive, royalty-free licence to host, process, analyse, and use your User Content solely to provide, maintain, and improve the Service.

All rights, title, and interest in and to the Service itself — including software, algorithms, designs, trademarks, and the "Mindshift Business Innovation Limited" name and logo — are and remain the exclusive property of Mindshift or its licensors. Nothing in these Terms transfers any such intellectual property to you.

8. AI-Generated Content and Analysis Disclaimer

Some outputs of the Service, including brand analysis results, insights, or recommendations, may be generated or assisted by automated or AI-based tools. These outputs are provided for informational purposes only and do not constitute professional, legal, financial, tax, marketing, or investment advice.

You are solely responsible for reviewing, verifying, and deciding whether and how to act on any output before relying on it for business decisions. We do not guarantee the accuracy, completeness, or suitability of any analysis or recommendation generated through the Service.

9. Third-Party Services and Payment Processors

The Service may integrate with third-party payment processors, analytics providers, or other tools. Your use of those third-party services may be subject to their own terms and privacy policies, and we are not responsible for their acts or omissions.

10. Privacy and Data Protection

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms by reference.

• Nigeria: we process personal data in accordance with the Nigeria Data Protection Act 2023 and applicable regulations of the Nigeria Data Protection Commission (NDPC).
• European Union / United Kingdom: where we process personal data of individuals located in the EU/EEA or UK, we do so in accordance with the General Data Protection Regulation (GDPR) and, where applicable, the UK GDPR, including honouring applicable rights of access, correction, deletion, and objection.
• United Arab Emirates: where we process personal data of individuals located in the UAE, we have regard to applicable UAE data protection law, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

Where required by applicable data protection law, we will provide additional rights, notices, or mechanisms (such as standard contractual clauses for international transfers) as set out in the Privacy Policy.

11. Service Availability, Changes, and Termination

• We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. We may suspend access for maintenance, security, or technical reasons.
• We may modify, add to, or discontinue features of the Service at our discretion, and will provide reasonable notice of material changes that adversely affect Paid Plan users.
• We may suspend or terminate your account for breach of these Terms, non-payment, suspected fraud, or legal/regulatory reasons, with notice where reasonably practicable.
• You may close your account at any time through your account settings or by contacting us; this does not entitle you to a refund of fees already paid except as required by law.

12. Disclaimers and Limitation of Liability

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by applicable law, Mindshift shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, arising out of or in connection with your use of the Service.

To the extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Service shall not exceed the total fees paid by you to Mindshift in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or statutory consumer rights that cannot be waived under the law of your country of residence, including EU/UK consumer protection law.

13. Additional Rights for EU/UK and Other Consumers

If you are a consumer (i.e., acting for purposes outside your trade, business, craft, or profession) resident in the European Union, European Economic Area, or United Kingdom, you may, subject to standard exceptions (such as for digital content or services already fully performed with your consent), have a statutory right to withdraw from an online purchase within 14 days of the applicable contract being formed, in accordance with EU/UK consumer protection law. Nothing in these Terms is intended to limit any mandatory consumer protection right you have under the law of your country of residence.

If you are a consumer resident in the United Arab Emirates, your statutory rights under applicable UAE consumer protection law remain unaffected by these Terms.

14. Indemnity

You agree to indemnify and hold Mindshift, its officers, employees, and agents harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your breach of these Terms, your User Content, or your misuse of the Service, except to the extent caused by our own breach, negligence, or wilful misconduct.

15. Governing Law

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws principles, except where mandatory consumer protection laws of your country of residence require otherwise.

16. Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be resolved through good-faith negotiations. If the dispute remains unresolved after thirty (30) days, it shall be finally resolved by binding arbitration in Lagos State, Nigeria, in accordance with the Arbitration and Mediation Act, 2023 of Nigeria. The arbitration shall be conducted in English by a sole arbitrator appointed in accordance with the Act.

Nothing in this Section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction. Consumers resident in the EU/UK or UAE may exercise any mandatory rights available to them under the laws of their country of residence.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes in our Service, legal requirements, or business practices. We will notify you of material changes by email, in-app notice, or by posting the updated Terms with a revised "Last updated" date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service.

18. Miscellaneous

• Entire agreement: These Terms, together with our Privacy Policy and any order forms, constitute the entire agreement between you and Mindshift regarding the Service.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
• No waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: You may not assign these Terms without our consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: We are not liable for delays or failures caused by events beyond our reasonable control.

19. Contact Us

If you have questions about these Terms, please contact us at:

Mindshift Business Innovation Limited
46 Bolaji Banwo Street, Aguda, Surulere, Lagos State, Nigeria
Email: Eri@reqal.co