Terms of Service

Adroit Cloud — Terms of Service / Subscription Agreement

These Terms govern the subscription relationship between Adroit Cloud and each Customer, including account use, payment, suspension, and termination.

Last updated: 6 July 2026

Applies to: the Adroit Cloud web and desktop application, its APIs (api.adroitcloud.online and related endpoints), and all add-on services (SMS, subscription billing, and the industry modules).

These Terms govern the commercial relationship between Adroit Cloud and each Customer — signing up, subscribing, paying, using the modules, and what happens on non-payment, breach, suspension, or termination. How we handle personal data is covered separately in the Privacy Policy, which forms part of this agreement.

1. Definitions

“Adroit Cloud”, “we”, “us”, “our”
– the provider of the platform.
“Customer”, “you”, “your”
– the organisation that registers for and subscribes to the service, and its authorised users.
“Platform” / “Service”
– the Adroit Cloud application, APIs, and all enabled modules.
“Add-on Services”
– optional paid services on top of a subscription, including SMS credit/packages and any similar consumable or metered service.
“Subscription”
– the plan, tier, term, and price a Customer commits to.
“Workspace Data”
– the records a Customer stores in the Platform (e.g. patient, financial, student, member, order, and inventory records).
“Order” / “Sign-up”
– the act of registering and committing to a Subscription, whether online or by written arrangement.

2. The agreement

By signing up, subscribing, or using the Platform, the Customer accepts these Terms and the Privacy Policy. If the person accepting is doing so for an organisation, they confirm they are authorised to bind that organisation. If you do not agree, do not use the Platform.

3. Accounts, users, and devices

The Customer is responsible for all activity under its account, for keeping login credentials secure, and for the actions of its authorised users.

  1. The Platform enforces user limits and per-user device limits according to the Subscription. The Customer must not exceed, share around, or attempt to circumvent these limits.
  2. The Customer's administrator is responsible for granting and revoking user access and for the accuracy of the contact details on record. Notices we send to the registered administrator/contact are deemed received by the Customer.

4. Subscriptions and commitment

  1. Commitment. When a Customer subscribes, it commits to the selected plan for the selected term at the stated price. The Subscription defines the tier, term length, renewal basis, and price.
  2. Activation and renewal. Access is activated on payment and remains active until the Subscription end date. Renewals extend the end date on payment. The Platform enforces licence and access status automatically based on payment and Subscription status.
  3. Prices and taxes. Prices are stated in Ghana Cedis (GHS) unless agreed otherwise and are exclusive of any applicable taxes or levies, which the Customer is responsible for. We may change prices for future terms on reasonable notice; changes do not affect a term already paid for.
  4. No fee for lawful use only. The Subscription grants a non-exclusive, non-transferable right to use the Platform for the Customer's internal business purposes for the paid term. It does not transfer ownership of the Platform.

5. Payments

  1. Payment processor. Subscription and Add-on payments are processed through Paystack. By paying, the Customer also accepts Paystack's terms. We do not store full card numbers or mobile-money PINs.
  2. Due dates. Subscription fees are due on or before the start of each term or renewal. Access depends on cleared payment.
  3. Failed or reversed payments. If a payment fails, is reversed, charged back, or cannot be verified, we may treat the corresponding term or credit as unpaid and act under Section 8.
  4. Records. We keep billing records (payment reference, amount, currency, channel, and timestamps) as described in the Privacy Policy.

6. Add-on Services (including SMS)

  1. Nature. Add-on Services are optional and paid in addition to a Subscription. SMS is provided as prepaid credit/packages delivered through a third-party gateway (Arkesel).
  2. Consumption. SMS credit is consumed as messages are sent. Delivery depends on the gateway and mobile networks; we are not responsible for delays or failures outside our control.
  3. Prepaid balances. Unused prepaid balances (such as SMS credit):
    • remain available while the account is in good standing;
    • are suspended, not forfeited, during a suspension for non-payment or breach, and become available again once the account is restored within the retention window;
    • are non-refundable and are forfeited on termination of the account, except where the law requires otherwise.
  4. Dependency on Subscription. Add-on Services require an active Subscription. If the Subscription is suspended or terminated, access to Add-on Services may be suspended or terminated with it.

7. Acceptable use

The Customer must not:

  • use the Platform unlawfully, or to store or transmit unlawful, infringing, or harmful content;
  • send SMS that is unlawful, unsolicited/spam, or that breaches sender-ID or telecom regulations;
  • attempt to breach security, exceed licensed limits, reverse-engineer, or disrupt the Platform; or
  • use the Platform to harm others or to process data without a lawful basis.

The Customer is responsible for having a lawful basis and any required consents for the Workspace Data it stores (see the Privacy Policy, including for health and children's data).

8. Non-payment, breach, suspension, and termination

  1. Enforcement rights. If the Customer fails to honour its Subscription commitment or payment obligations, or otherwise materially breaches these Terms, Adroit Cloud may:
    • suspend or restrict access to the Platform and any Add-on Services;
    • discontinue the Service to that Customer; and/or
    • void/terminate the agreement.
    Licence status and access are enforced automatically by the Platform based on payment and Subscription status.
  2. Notice and cure. Except where immediate action is required by law or to stop abuse, fraud, or a security threat, we will:
    • give advance notice to the Customer's registered administrator/contact; and
    • normally allow a cure/grace period to settle outstanding amounts or remedy the breach before access is withdrawn.
  3. Suspension before deletion. Suspension restricts access but does not immediately delete Workspace Data. During a defined retention window after suspension, the Customer may restore the account to good standing and regain access.
  4. Data export. Before permanent deletion following termination, the Customer will be given a reasonable opportunity to export or request a copy of its Workspace Data. We will not withhold data in a way that prevents the Customer from meeting its own legal obligations (e.g. retention of tax or medical records).
  5. Effect of termination. On termination: the Customer's right to use the Platform ends; outstanding fees remain payable; prepaid Add-on balances are treated as in Section 6.3; and, after the retention/export window, we may delete Workspace Data subject to any legal retention requirement.
  6. Immediate suspension. We may suspend immediately, without prior notice, where use poses a security, legal, or abuse risk, or where required by law or a lawful order. We will notify the Customer as soon as practicable.
  7. Customer's right to cancel. The Customer may choose not to renew at the end of a term. Fees already paid for a current term are non-refundable except where required by law or expressly agreed.

9. Availability and support

  1. We aim to keep the Platform available and to provide reasonable support, but the Service is provided on an "as available" basis. We may perform maintenance and updates, and will use reasonable efforts to limit disruption.
  2. We are not responsible for outages caused by third-party providers (e.g. hosting, Paystack, Arkesel, mobile networks) or events beyond our reasonable control.

10. Intellectual property

The Platform, its software, and its underlying materials are and remain the property of Adroit Cloud. Workspace Data remains the property of the Customer (or its respective data subjects); the Customer grants us the limited rights needed to host and process it to provide the Service, as described in the Privacy Policy.

11. Warranties and disclaimers

Except as expressly stated, the Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including fitness for a particular purpose. The Customer is responsible for verifying that the Platform meets its regulatory and operational needs (including clinical, financial, and record-keeping requirements).

12. Limitation of liability

To the maximum extent permitted by law:

  • neither party is liable for indirect, incidental, special, or consequential loss, or loss of profits, data, or goodwill; and
  • our total aggregate liability arising out of or relating to the Service is limited to the fees paid by the Customer for the Service in the twelve (12) months before the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited by law.

13. Indemnity

The Customer will indemnify Adroit Cloud against claims arising from the Customer's unlawful use of the Platform, breach of these Terms, or from Workspace Data the Customer stored without a lawful basis or required consent.

14. Confidentiality

Each party will protect the other's non-public information disclosed under this agreement and use it only to perform under these Terms, except where disclosure is required by law.

15. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified through the Platform or to the registered contact, and the "Last updated" date will change. Continued use after an update constitutes acceptance.

16. Governing law and disputes

These Terms are governed by the laws of the Republic of Ghana, and the parties submit to the courts of Ghana. The parties will first attempt to resolve disputes amicably. [Insert an arbitration clause here instead, if preferred.]

Local mandatory rights. Nothing in these Terms removes any protection that the law of the Customer's own country gives it and cannot be waived by agreement — including mandatory consumer-protection and data-protection rights. Where the Customer is in the EU/UK or another jurisdiction with mandatory local rules, those rules apply to the extent they override this clause.

If you actively contract with Customers in specific markets (e.g. the EU/UK, Nigeria, North America), consider whether local counsel recommends a region-specific governing-law or arbitration seat for those contracts.

17. General

  1. Entire agreement. These Terms, the Privacy Policy, and any Order form the entire agreement between the parties.
  2. Assignment. The Customer may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or reorganisation.
  3. Severability. If any provision is held unenforceable, the rest remain in effect.
  4. Notices. Notices to the Customer are sent to its registered administrator/contact; notices to us are sent to info@adroitcloud.online.

18. Contact

  • Entity: _[Registered legal name]_
  • Address: _[Registered address]_
  • Billing / legal contact: info@adroitcloud.online

This document is a template reflecting how the Adroit Cloud platform operates. It is not legal advice. Because Adroit Cloud serves Customers in multiple countries, have it reviewed by qualified counsel for each market you serve — covering contract and consumer law, data-protection law (Ghana's Act 843, the EU/UK GDPR, and other applicable national laws), and any sector rules (e.g. health-records and financial-records regulation) that apply to your Customers.