Terms of Service

Parties

This Agreement is made between:

(1) PromptHall.space ("PromptHall", "we", "us"), whose details are set out below; and

(2) The business named in Schedule A (Service Details) ("the Client", "you").

PromptHall and the Client are each a "party" and together the "parties".

1. Purpose of the Agreement

1.1 PromptHall provides a managed website monitoring service. In short, we watch your website for you, tell you in plain language when something looks wrong, and check again once the issue has been dealt with.

1.2 This Agreement sets out the terms of (a) a free 14-day pilot of the service and (b) the paid monthly service that the Client may choose to continue with after the pilot.

1.3 This Agreement includes Schedule A (Service Details). If there is a conflict between the main terms and Schedule A about a client-specific detail such as the fee, the pages monitored or the alert email address, Schedule A applies.

2. Service Description

2.1 The service follows this flow: Monitor, Detect, Investigate, Explain, Alert, Resolve, Verify. In practice:

(a) Monitor and Detect: we run automated checks on your website, as described in clause 4.

(b) Investigate and Explain: when a check indicates a problem, we look into it and describe what it appears to mean in simple, non-technical language.

(c) Alert: we notify you through the communication channel agreed in Schedule A.

(d) Resolve: fixing the issue is the responsibility of the Client or the Client's own website developer or hosting provider. We recommend the appropriate next step but do not carry out the fix.

(e) Verify: once the Client or its developer tells us an issue has been addressed, or when our regular checks show it, we check and confirm whether it appears to be resolved.

2.2 The service is a managed service. The Client is not expected to log in to any dashboard or install any software. The service is monitoring, reporting, alerting and verification only. It is not website maintenance, hosting, development or security management.

3. 14-Day Pilot

3.1 PromptHall offers a 14-Day Free Website Monitoring Pilot (the "Pilot"). The Pilot runs for 14 calendar days from the Pilot start date recorded in Schedule A.

3.2 To start the Pilot, the Client provides: (a) the website URL; (b) an email address for alerts and reports; and (c) the business and contact information reasonably needed to deliver the service.

3.3 No software installation is required. We do not ask for payment details to start the Pilot.

3.4 The Pilot lets both parties assess whether the service is useful. During the Pilot the service is provided on the same basis described in this Agreement, and the Pilot is free of charge.

3.5 A testimonial, review or case study is not a condition of receiving the Pilot. We may ask separately, after the Client has experienced the service, whether it would be willing to give feedback. The Client is free to say no, and we will only publish a testimonial or use the Client's name or logo with its written permission.

3.6 At the end of the Pilot, the Client may choose whether to continue with a paid plan. If the Client does not confirm that it wants to continue, monitoring stops when the Pilot ends and no fee is payable. We will not start charging the Client automatically at the end of the Pilot.

3.7 Either party may end the Pilot early at any time by notifying the other by email.

4. Scope of Monitoring

4.1 The service consists only of the checks below, applied to the website URL and the important pages listed in Schedule A. Not every check applies to every website; Schedule A records which checks are active for the Client.

4.2 All checks are carried out from outside the website, in the same way a visitor would reach it. We do not log in to the website, its admin area, hosting account or code repository.

4.3 Checks run at intervals set by PromptHall and recorded in Schedule A. An issue that begins and ends between two checks may not be detected.

4.4 We will configure checks to be light and will not intentionally overload the website. The Client acknowledges that our checks may appear in its server logs or visitor analytics, and should allow our requests through any firewall or security tool where necessary.

4.5 Anything not listed in this clause 4 or Schedule A is outside the scope of the service.

5. Alerts and Reports

5.1 If we detect an important issue, we will notify the Client through the communication channel agreed in Schedule A, which is email unless the parties agree otherwise in writing.

5.2 An alert will normally describe what we detected, where, what it appears to mean in plain language, and the recommended next step.

5.3 We will send alerts within a reasonable time after we have detected and assessed an issue. We do not promise a specific detection, alert or response time unless one is stated in Schedule A.

5.4 We will provide reports explaining detected issues, and a summary of monitoring activity, in the format and at the frequency set out in Schedule A.

5.5 When the Client or its developer tells us an issue has been addressed, we will check whether it appears resolved and tell the Client the result. Our regular checks, which run at the intervals described in clause 4.3, may also show that an issue has cleared.

5.6 Alerts may occasionally be delayed, sent for an issue that turns out to be temporary, or filtered into spam by the Client's email provider. The Client should add our sending address to its safe senders list.

5.7 Our explanations and recommendations are based on what can be observed from outside the website. They are guidance to help the Client decide what to do next, not a guaranteed diagnosis of the underlying cause.

6. Client Responsibilities

6.1 The Client agrees to:

(a) provide an accurate website URL and keep it up to date;

(b) provide and maintain a working email address and contact details for alerts, reports and notices;

(c) tell PromptHall about major website changes where relevant, for example a new domain, a redesign, a move to a new host, or changes to important pages;

(d) keep ownership and control of its website, domain and hosting;

(e) provide access to any system (such as hosting or code repositories) only if an additional service that needs access has been separately agreed in writing;

(f) pay applicable fees on time; and

(g) ensure it has the right to authorise us to monitor the website. If the website is owned or hosted by someone else (for example a developer, agency or parent organisation), the Client confirms it has obtained any permission needed.

6.2 The Client, or its own developer or hosting provider, is responsible for deciding what action to take on any issue we report and for carrying out any fix.

7. PromptHall Responsibilities

7.1 PromptHall will:

(a) provide the checks described in clause 4 with reasonable skill and care;

(b) notify the Client of important issues we detect, in line with clause 5;

(c) explain detected issues in clear, plain language and recommend an appropriate next step;

(d) verify, when asked or when our checks show it, whether a reported issue appears to have been resolved;

(e) handle the Client's information in line with clause 12;

(f) give the Client reasonable notice of any material change to the service.

7.2 We will not access the Client's hosting account or cPanel, code repositories such as GitHub, or website administration areas unless a separate written agreement covers it.

8. Service Limitations

8.1 To avoid any misunderstanding, PromptHall does not automatically promise to, and the service does not include:

(a) fixing the Client's website or any issue we detect;

(b) modifying the Client's website, content or settings;

(c) accessing the Client's hosting, cPanel or GitHub accounts;

(d) guaranteeing 100% uptime, or that the website will never experience downtime or technical problems;

(e) guaranteeing that every website problem will be detected;

(f) providing 24/7 emergency support or on-call response;

(g) guaranteeing any business, traffic, enquiry, sales or revenue result; or

(h) acting as the Client's website developer, host or security provider.

8.2 Any of these can be provided only under a separate written agreement.

8.3 The service does not include a security audit, penetration test or malware removal. Our checks may sometimes reveal signs of a problem, but we do not promise to detect security threats.

9. Third-Party Services

9.1 Parts of our monitoring infrastructure rely on third-party providers, for example cloud hosting, network, email delivery and monitoring tools.

9.2 PromptHall is not responsible for outages, failures, delays or limitations of those third-party services that are outside our reasonable control.

9.3 This clause does not excuse PromptHall from its own responsibilities. We remain responsible for choosing our providers with reasonable care, for our own configuration and operation of the service, and for taking reasonable steps to limit the impact of a provider problem on the Client, such as informing the Client of a significant disruption to the service.

9.4 The Client's own website, hosting provider, domain registrar and any other third-party services it uses are the Client's responsibility and are not part of our service.

10. Fees and Payment

10.1 Pilot. The Pilot is free of charge.

10.2 Paid service. If the Client chooses to continue after the Pilot, it will pay the monthly fee, and receive the package, recorded in Schedule A (the "Monthly Fee"). Schedule A also records the billing date, payment method and the date the paid service begins. The Client confirms its choice to continue in writing, and email is sufficient.

10.3 Billing. The Monthly Fee is billed monthly in advance, on the billing date in Schedule A. We will send an invoice or payment request by email. Unless Schedule A says otherwise, fees are stated in Nigerian Naira and are exclusive of applicable taxes, which will be shown separately where they apply.

10.4 Renewal. The paid service renews automatically for successive one-month periods until cancelled under clause 11.

10.5 What is included. The Monthly Fee covers the checks, alerts, reports and verification described in this Agreement, for the website and pages listed in Schedule A.

10.6 What is outside the scope. Anything not described in this Agreement is outside the scope and, if the parties agree we should provide it, will be quoted and agreed separately in writing. This includes fixing or changing the website, additional websites or pages, and support outside the terms of this Agreement.

10.7 Price changes. We may change the Monthly Fee or package by giving at least 30 days' written notice. The Client may cancel before the change takes effect.

10.8 Late or missed payment. If a payment is not received by its due date, we will send a reminder. If it remains unpaid 7 days after the due date, we may suspend the service after giving written notice. If it remains unpaid 30 days after the due date, we may end this Agreement by written notice. Fees for the period up to that point remain payable. We will reinstate a suspended service once the overdue amount is paid, unless we have ended the Agreement.

10.9 Refunds. Fees already paid for a month in which the service was provided are not refundable, except where this Agreement or applicable law provides otherwise, and except as stated in clause 11.6.

11. Term and Cancellation

11.1 This Agreement starts on the Effective Date and continues until the Pilot ends without the Client continuing, or, if the Client continues, until the paid service is cancelled.

11.2 The Client may end the Pilot at any time under clause 3.7.

11.3 The Client may cancel the paid service at any time by written notice (email is sufficient) to PromptHall. Cancellation takes effect at the end of the billing month in which notice is given, provided notice is given at least 7 days before the next billing date. Otherwise it takes effect at the end of the following month.

11.4 Either party may end this Agreement immediately by written notice if the other party materially breaches it and does not correct the breach within 14 days of being notified.

11.5 PromptHall may also end the paid service for convenience by giving at least 30 days' written notice, and may discontinue the Pilot under clause 3.7.

11.6 If PromptHall ends the paid service other than because of the Client's breach, it will refund any fees paid for the period after the service ends, calculated pro rata.

11.7 When this Agreement ends, monitoring stops, and clauses that by their nature should continue (including clauses 12, 13, 14, 15, 16 and 17) remain in effect.

12. Privacy and Confidentiality

12.1 Information we collect. We collect: (a) contact information, such as names, business name, email address, phone number and business address; (b) service and billing information, such as the plan, invoices and payment records; and (c) website monitoring data, such as availability results, response times, certificate status, error responses, link check results and the reports we produce.

12.2 Website monitoring data. Monitoring is limited to publicly accessible pages. We do not log in to the website and we do not intentionally collect personal data belonging to the website's visitors or customers. If our checks incidentally record any personal data that appears on a public page, we will treat it in line with this clause.

12.3 How we use information. We use information to provide, support and improve the service, to send alerts, reports and invoices, to communicate with the Client, to keep records required by law, and to protect the service against misuse. We do not sell the Client's information.

12.4 Third-party providers. We may share information with service providers who help us run the service, such as cloud infrastructure, email delivery and payment processing, and only to the extent needed for that purpose. Some providers may be located outside Nigeria. Where information is transferred abroad, we will take reasonable steps to ensure it remains appropriately protected, in line with applicable Nigerian data protection law.

12.5 Legal framework. Each party will comply with the data protection laws that apply to it, including the Nigeria Data Protection Act 2023 and any regulations and guidance issued under it.

12.6 Data protection. We use reasonable technical and organisational measures to protect information against loss, misuse and unauthorised access. If we become aware of a personal data breach affecting the Client's information, we will notify the Client and, where the law requires, the relevant authority, within the time the law requires.

12.7 Rights and requests. Individuals whose personal data we hold may ask us to access, correct or delete it, or raise a concern, by contacting us at the email address in the Parties section. We will respond as required by applicable law.

12.8 Retention and deletion. We keep contact and billing information for as long as the Client uses the service and afterwards for as long as needed for legal, tax and accounting purposes. We keep monitoring data and reports for the duration of the service and for up to 90 days afterwards, unless the Client asks us to delete them sooner or the law requires longer retention. After that period we delete or anonymise them.

12.9 Confidentiality. Each party will keep the other's non-public information confidential, use it only for the purposes of this Agreement, and disclose it only to those who need it to perform this Agreement and are bound to keep it confidential, or where the law requires. This does not apply to information that is public through no fault of the recipient, was already lawfully known to it, or was independently developed. This obligation continues for three years after this Agreement ends.

13. Intellectual Property

13.1 PromptHall owns the monitoring tools, software, methods, report formats and other materials it uses to provide the service. Nothing in this Agreement transfers ownership of them to the Client.

13.2 The Client owns its website, domain, content, trademarks and logos. Nothing in this Agreement transfers ownership of them to PromptHall.

13.3 PromptHall grants the Client a non-exclusive right to use the reports and alerts it receives for its own business purposes.

13.4 We may use anonymised and aggregated data from the service (which does not identify the Client or any individual) to maintain and improve the service.

13.5 We will not use the Client's name, logo or feedback in marketing without the Client's written permission.

14. Limitation of Liability

14.1 PromptHall provides monitoring, alerting and reporting services. We do not guarantee that every website issue will be detected, or that the Client's website will never experience downtime or technical problems.

14.2 We will provide the service with reasonable skill and care. Subject to clause 14.5, PromptHall is not liable for indirect or consequential losses, or for loss of revenue, profit, business, goodwill or opportunity, arising from a website failure or from an issue we did not detect or reported late.

14.3 Subject to clause 14.5, PromptHall's total liability arising out of or in connection with the paid service is limited to the total fees the Client paid to PromptHall in the three months before the event giving rise to the claim.

14.4 The Pilot is provided free of charge. Subject to clause 14.5, during the Pilot PromptHall's liability is limited to direct losses caused by its gross negligence or wilful misconduct.

14.5 Nothing in this Agreement limits or excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

14.6 The Client is responsible for the decisions it makes about its website in reliance on our alerts and reports.

15. Indemnification

15.1 The Client will compensate PromptHall for losses, costs and claims made by a third party to the extent they arise from the Client having no right to authorise monitoring of the website, or from the Client giving PromptHall materially false information.

15.2 PromptHall will compensate the Client for losses, costs and claims made by a third party to the extent they arise from PromptHall's wilful misconduct or from its breach of clause 12.

15.3 The party seeking compensation must notify the other promptly, allow it to take reasonable control of the defence, and cooperate reasonably. Any compensation under this clause is subject to the limits in clause 14.5 and does not apply where the loss was caused by the party seeking it.

16. Dispute Resolution and Governing Law

16.1 This Agreement is governed by the laws of the Federal Republic of Nigeria.

16.2 If a dispute arises, the parties will first try to resolve it in good faith by discussion. Either party may start this by written notice to the other, and the parties will try to resolve the dispute within 14 days.

16.3 If the dispute is not resolved in that time, either party may refer it to the courts of competent jurisdiction in Nigeria. The parties may also agree in writing to try mediation first.

17. General Terms

17.1 Entire agreement. This Agreement, including Schedule A, is the entire agreement between the parties on its subject matter and replaces earlier discussions.

17.2 Changes. Changes to this Agreement must be in writing and agreed by both parties. Updates to the details in Schedule A may be agreed by email.

17.3 Notices. Notices must be in writing and may be sent by email to the addresses recorded in this Agreement or Schedule A. A party must tell the other if its details change.

17.4 Assignment. Neither party may transfer its rights or obligations under this Agreement without the other's written consent, which will not be unreasonably withheld.

17.5 Events beyond control. Neither party is liable for a delay or failure caused by events outside its reasonable control (for example natural disasters, widespread power or internet failures, or government action), provided it tells the other party promptly and takes reasonable steps to limit the effect. This does not excuse payment of fees already due.

17.6 Relationship. The parties are independent. This Agreement does not create a partnership, employment or agency relationship.

17.7 Severability and waiver. If a provision is found unenforceable, the rest of this Agreement continues to apply. A failure to enforce a right is not a waiver of it.

17.8 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, and each signed copy is an original.

18. Signatures

By signing below, each party confirms that it has read and agrees to this Agreement, including Schedule A, and that the person signing is authorised to sign for that party.

Schedule A

Service Details

This Schedule records the details specific to the Client. It forms part of the Agreement.

Client information

Website and monitoring

Paid service (completed if the Client continues after the Pilot)