Terms of Use

These Terms of Use (the “Terms”) form a binding agreement between you and cybersentenelle Limited (“cybersentenelle”, “we”, “us”). By accessing our website, requesting a proposal, signing a statement of work, or letting us operate any system or Meta asset on your behalf, you agree to these Terms. If you do not agree, please do not use the website or engage us.

Where we sign a separate statement of work, master services agreement, or data processing addendum with you, that document controls if it conflicts with these Terms.

cybersentenelle Limited is a private company registered in Nigeria with its principal office in Lekki, Lagos. We design and engineer digital products and run digital marketing programmes — including paid acquisition and conversational commerce on the Meta platform — for organisations operating in Africa and beyond.

Our services include, but are not limited to:

• Web and mobile application development.
• Cloud architecture, migration, and DevOps.
• AI and machine learning systems, including LLM-powered workflows.
• UI/UX design and design systems.
• Digital marketing — SEO, paid media, lifecycle marketing, and analytics.
• Meta business management — operating Facebook Pages, Instagram business accounts, WhatsApp Business numbers, Messenger inboxes, and Meta Ads accounts on behalf of clients.

You must be at least 18 years old and have the legal capacity to enter into binding contracts to engage us. If you are using the website or our services on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms.

Some parts of the website and the products we build require an account. You are responsible for keeping your credentials confidential, for any activity under your account, and for notifying us immediately if you suspect unauthorised access. We may suspend or terminate an account that breaches these Terms, that we believe is compromised, or where we are required to do so by a platform or regulator.

The detail of each engagement — scope, timeline, milestones, deliverables, acceptance criteria, dependencies, and fees — is set out in a statement of work. Unless that document says otherwise:

• We deliver work on a time-boxed sprint cycle with weekly demos.
• You will provide timely feedback, approvals, content, and access to systems we need to do the work.
• Changes outside the agreed scope follow a written change request and may affect fees and timeline.
• Estimates are not fixed quotes unless we mark them as such.

• Fees, currency, and payment schedule are set out in the statement of work.
• Invoices are payable within the agreed period (typically 14 days) from issue.
• Overdue invoices may attract interest and may pause work, after written notice.
• Fees are exclusive of VAT, withholding tax, and similar levies, which are payable by you in addition to the stated fees.
• Online payments are processed by Paystack and are subject to Paystack's own terms.
• Third-party platform spend (such as Meta Ads media spend) is funded by you and billed at cost, unless we have agreed a managed-spend model in writing.

Our pre-existing IP

Tools, frameworks, libraries, internal templates, methodologies, design tokens, and other materials that exist before an engagement, or that we develop independently of an engagement, remain our property. Where we use them in your deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use them as part of the deliverable.

Deliverables

Subject to full payment, custom deliverables we create specifically for you under a statement of work — including bespoke source code, designs, copy, and brand assets — are assigned to you on the terms set out in that statement of work.

Third-party components

Where deliverables include open-source software or third-party components, your right to use them is governed by the relevant licence. We will document those components on request.

Our marks

The cybersentenelle name, logo, and look-and-feel of the website are our trademarks and trade dress. You may not use them without our prior written consent except to refer to us factually as a vendor or partner.

You retain ownership of all content, source data, designs, and intellectual property you provide to us. You grant us a limited, revocable licence to use that material strictly to deliver the services and to comply with the law.

You confirm that you have the rights, consents, and licences necessary for us to process the content you provide — including any customer data routed through WhatsApp, Messenger, Facebook, Instagram, or the Meta Pixel and Conversions API.

When you authorise us to operate any asset inside Meta’s ecosystem on your behalf — Facebook Page, Facebook Group, Instagram business or creator account, WhatsApp Business number (App, Cloud API, or On-Premises API), Messenger inbox, Meta Ad Account, Catalog, Commerce account, Audience Network placement, or Threads business surface — the following terms apply in addition to your statement of work.

Our role

• We act as your agent and processor. You remain the controller and the responsible business in Meta's eyes.
• We access your assets through Meta Business Manager partner permissions, a system user, or — for WhatsApp — Embedded Signup. You can revoke our access at any time inside Meta Business Manager.
• We do not claim ownership of your Page, Ad Account, Business Manager, WhatsApp Business Account, Instagram account, or Catalog.

Your responsibilities

• Maintain a public-facing privacy policy that accurately describes the data flowing through the Meta assets we manage.
• Provide accurate business information during Meta's business, identity, and display-name verification flows.
• Maintain valid consents for marketing, retargeting, lead capture, and (for WhatsApp) business-initiated messages.
• Ensure your content, products, and offers comply with the Meta Community Standards, Meta Advertising Standards, Commerce Policies, and any industry-specific Meta policies that apply (financial services, health, alcohol, gambling, political content, and so on).
• Pay all Meta platform fees, ad spend, and WhatsApp conversation fees directly to Meta, or reimburse us within the period agreed in the statement of work.

Refusal of unlawful instructions

We will refuse any instruction that, in our reasonable view, would breach Meta’s policies, applicable law, or these Terms — and will not be liable for any consequence of that refusal.

Platform-driven outcomes

Meta operates the underlying platform. We do not guarantee uninterrupted access to any Meta product, the approval of a message template, the result of a business or display-name verification, the delivery or reach of an advert, the assignment of a WhatsApp quality rating, or the outcome of a policy review — all of which Meta decides at its discretion.

Scope

• Publishing approved content, scheduling posts, and managing creative.
• Moderating comments and direct messages against an agreed playbook.
• Managing followers, mentions, tags, and reshare workflows.
• Running organic growth experiments, audience research, and reporting.
• Connecting commerce surfaces — Facebook Shops, Instagram Shopping, and Catalog — where you sell through Meta.

What we will not do

• Impersonate any person or entity.
• Buy or use artificial engagement, followers, likes, or comments.
• Cross-post content that breaches the rights of third parties or Meta's content policies.
• Scrape Meta data outside the scope of the permissions you have granted us.

When you engage us to design, deploy, or operate experiences on WhatsApp — through the WhatsApp Business App, the WhatsApp Business Platform (Cloud API), or the On-Premises API — the following terms apply in addition to the WhatsApp Business Solution Terms and the WhatsApp Business Messaging Policy, which you accept as the underlying business.

Eligibility & set-up

• You are responsible for owning or controlling the phone number used as your WhatsApp Business number.
• Display name approval, business verification, and green-tick verification are decisions Meta makes; we will prepare and submit the application but cannot guarantee the outcome.
• We will configure the API integration, message templates, webhooks, and any chatbot or AI assistant agreed in the statement of work.

Opt-in & messaging

• You will collect and record an opt-in for every recipient before we send a business-initiated message to that recipient, including the timestamp, channel, and language of the opt-in.
• You will use approved message templates only for business-initiated messages, and you will not send promotional content outside an active 24-hour customer service window unless the template permits it.
• You will honour opt-out requests immediately, including STOP, UNSUBSCRIBE, and any localised keywords we configure together.

Prohibited content & uses

• No content that violates the WhatsApp Business Messaging Policy or the Meta Community Standards.
• No marketing of products restricted by WhatsApp, including but not limited to certain regulated financial products, drugs, tobacco, weapons, gambling (where restricted), and adult content.
• No use of WhatsApp for unsolicited bulk messaging, phishing, or impersonation.
• No collection of WhatsApp message content for resale, lead-broker activity, or training general-purpose AI models without the recipient's separate consent.

Quality, throughput & suspension

• Your messaging tier, quality rating, and throughput limits are set by Meta based on user feedback and content performance.
• Meta may rate-limit, suspend, or terminate your WhatsApp Business Account at its discretion, and we cannot guarantee restoration.
• We will share Meta's notices and quality reports promptly and work with you to remediate issues.

Charges

WhatsApp’s conversation-based pricing is set by Meta and varies by recipient country and conversation category (marketing, utility, authentication, and service). You are responsible for paying those charges to Meta and any platform fees agreed in your statement of work to us.

When we operate Messenger experiences on your behalf — including agent inboxes, chatbots, and AI assistants — we follow the Messenger Platform Policy. You agree that:

• You will obtain the consents and opt-ins required for business-initiated messages outside the standard messaging window.
• We may identify the business operating the experience in welcome screens, persistent menus, and ice-breakers.
• AI assistants will disclose their automated nature where Meta or applicable law requires.
• We will not send promotional content outside the conditions allowed by Meta's Messenger Platform Policy.

Scope

• Campaign strategy, audience design, creative production, and buying across Facebook, Instagram, Messenger, Audience Network, and Reels.
• Pixel and Conversions API implementation, including server-side event design and hashing of PII.
• Reporting, attribution, and optimisation against KPIs we agree in writing.

Media spend & access

• You will fund media spend either directly on the Ad Account or via a managed-spend arrangement set out in the statement of work.
• Where you grant us spending authority on your Ad Account, we will respect agreed daily and total budget caps.
• If a payment to Meta fails, ads may pause; we are not liable for the resulting loss of reach.

Performance

We do not guarantee specific advertising outcomes. Performance depends on factors outside our control — including Meta’s delivery algorithms, auction dynamics, competitor activity, creative quality, audience supply, attribution windows, and the macro-economic environment.

Restricted categories

For restricted advertising categories — including special ad categories (housing, employment, credit, social issues, elections, and politics) and Meta-restricted verticals (cryptocurrency, online pharmacies, online gambling, alcohol, and others) — you confirm eligibility and accept additional Meta-imposed limits, including audience and targeting restrictions.

You agree not to:

• Use the website or our services for any unlawful, harmful, deceptive, or infringing purpose.
• Upload or transmit malicious code, viruses, or material designed to disrupt our or anyone else's systems.
• Attempt to gain unauthorised access to our infrastructure, scrape the website beyond our robots.txt rules, or reverse-engineer our internal tools.
• Use our services to send spam, conduct credential stuffing, or run any campaign that violates Meta's or another platform's policies.
• Use our services to harvest data about individuals without a lawful basis, or to build profiles for sale or resale.
• Misrepresent your identity or your authority to act on behalf of any organisation.

Our work depends on services operated by third parties — including Meta, AWS, Azure, Google Cloud, Vercel, Paystack, OpenAI, GitHub, and others. Your use of those services is governed by the third party’s own terms. We are not responsible for outages, policy changes, pricing changes, or actions taken by third parties — including account suspensions or content removals by Meta — but we will work with you in good faith to mitigate the impact.

The website is provided “as is” and “as available”, without warranties of any kind, express or implied — including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted operation.

For paid engagements, we warrant that we will perform the services with reasonable care and skill in line with industry standards. Beyond that, all other warranties are excluded to the maximum extent the law allows.

To the maximum extent the law allows, our total aggregate liability to you arising out of or in connection with these Terms, the website, or any engagement is limited to the fees you paid to us in the 12 months preceding the event giving rise to the liability.

Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages — including loss of profit, loss of revenue, loss of goodwill, loss of data, and loss of business opportunity — even if advised of the possibility.

Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited under applicable law.

You agree to indemnify us against losses, damages, and reasonable legal costs we incur because:

• You instructed us to act in a way that breached the law, Meta's policies, or a third party's rights.
• You misrepresented your authority over an asset (such as a Page, Ad Account, or WhatsApp Business number) you asked us to manage.
• You used our services in breach of these Terms or applicable law.

We will tell you promptly of any claim, give you reasonable assistance to defend it, and not settle without your prior written consent (which you will not unreasonably withhold).

• Either party may terminate an engagement for material breach if the breach is not remedied within 30 days of written notice.
• Either party may terminate for convenience on the notice period set out in the statement of work, typically 30 days.
• On termination we will return or transfer your data and Meta-asset access in good order, and you will pay for work performed up to the termination date.
• Sections that by their nature should survive — including IP, confidentiality, liability, and indemnity — survive termination.

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties will first attempt to resolve any dispute in good faith through senior-level discussions. If that fails within 30 days, the dispute will be referred to arbitration in Lagos, Nigeria, under the Arbitration and Mediation Act 2023, before a single arbitrator the parties agree on (or, failing agreement, an arbitrator appointed by the Lagos Court of Arbitration). The seat is Lagos and the language is English. Nothing in this clause prevents either party from seeking urgent injunctive relief in court.

We may update these Terms from time to time. The “last updated” date at the top of the page reflects the latest revision. Material changes will be flagged on the website. Continued use of the website or services after a change takes effect means you accept the revised Terms.

For questions about these Terms, write to us at:

• Email — legal@cybersentenelle.com.ng
• General — info@cybersentenelle.com.ng
• Post — cybersentenelle Limited, Lekki, Lagos, Nigeria
• Phone — +234 803 189 4288