Terms of Use

These Terms of Use ("Terms") govern access to and use of EdgeTime ("EdgeTime", "the App"), a workforce attendance and time-tracking application developed, owned, and operated by MarketEdge Advisory ("MarketEdge", "we", "us", "our"), a marketing and technology company incorporated and operating in the Federal Republic of Nigeria, with its registered office at 10, Ayo Fasugba Street, Magodo-Isheri, Lagos, Nigeria. MarketEdge Advisory is the parent company responsible for the development and operation of EdgeTime.

By creating an account, subscribing to, or otherwise accessing or using EdgeTime, an Organisation and each of its authorised Employees agree to be bound by these Terms and by the EdgeTime Privacy Policy, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use EdgeTime.

An individual accepting these Terms on behalf of an Organisation represents and warrants that they have the authority to bind that Organisation to these Terms.

This document is a governance document and is not a substitute for legal advice. We recommend that a qualified Nigerian commercial lawyer review these Terms against EdgeTime's specific commercial arrangements before they are published or relied upon.

In these Terms, the following terms carry the meanings set out below:

Organisation

The business or entity that registers for an EdgeTime account and enrols its workforce to record attendance through the App.

Employee / User

An individual enrolled by an Organisation to use EdgeTime to record their own attendance.

Account

The Organisation's registered access credentials and configuration within EdgeTime.

Subscription

The Organisation's paid or trial arrangement to access EdgeTime for an agreed term.

Fees

The amounts payable by the Organisation for a Subscription, as set out on our website or in an order form.

Attendance Data

Personal data generated when an Employee clocks in or out, including the timestamp and geofence verification result, as defined in the EdgeTime Privacy Policy.

Geofence

A virtual perimeter defined by an Organisation around a physical work location, used to verify an Employee's location at clock-in/out.

Confidential Information

Non-public information disclosed by one party to the other in connection with EdgeTime that is designated as confidential or would reasonably be understood to be confidential.

Intellectual Property Rights

All patents, copyrights, trademarks, trade secrets, and other proprietary rights, whether registered or unregistered, anywhere in the world.

Force Majeure Event

An event beyond a party's reasonable control, including natural disaster, war, civil unrest, internet or power outage, or governmental action.

• An Organisation must be a lawfully operating business or entity to register for EdgeTime, and the individual registering on its behalf must be at least 18 years old and authorised to act for it;
• The Organisation is responsible for the accuracy and completeness of its registration information, and for keeping it up to date;
• The Organisation is responsible for enrolling only individuals it is lawfully entitled to enrol as Employees, and for promptly updating enrolment as its workforce changes;
• The Organisation is responsible for maintaining the confidentiality of its administrator credentials and for all activity that occurs under its Account, and must notify us promptly of any suspected unauthorised access.

• EdgeTime is offered on a subscription basis; plan features and pricing are set out on our website or in an order form agreed with the Organisation;
• Fees are payable in advance for the applicable billing cycle, using the payment methods we support;
• Unless otherwise agreed, Subscriptions renew automatically at the end of each billing cycle unless cancelled before the renewal date;
• We may change our Fees on reasonable notice; continued use of EdgeTime after a Fee change takes effect constitutes acceptance of the new Fees;
• Fees are non-refundable except as required by law or as expressly stated in an order form;
• The Organisation is responsible for any applicable taxes, levies, or duties associated with its Subscription;
• We may suspend or limit access to EdgeTime for overdue payment, following reasonable notice to the Organisation.

We may offer free trials of EdgeTime from time to time. At the end of a trial period, continued access requires an active paid Subscription unless the Organisation cancels beforehand. We may modify, limit, or discontinue trial offers at any time without liability.

Subject to these Terms and payment of applicable Fees, we grant the Organisation a limited, non-exclusive, non-transferable, revocable licence to access and use EdgeTime for the Organisation's internal workforce attendance management, for the term of its Subscription. The Organisation may permit its Employees to use EdgeTime solely to record their own attendance in connection with their employment with the Organisation. This licence does not permit resale, sublicensing, or use of EdgeTime to provide services to any third party other than the Organisation's own workforce.

• EdgeTime records attendance based on manual clock-in/clock-out actions verified against Organisation-configured geofences using device GPS data, as described in the EdgeTime Privacy Policy;
• The accuracy of geofence verification depends on factors outside our control, including device GPS accuracy, network connectivity, and how the Organisation configures its geofences and schedules. We do not guarantee that every clock-in/out will be captured or verified without error;
• The Organisation is solely responsible for how it configures geofences and work schedules, and for any employment, payroll, or disciplinary decisions it makes based on EdgeTime data. EdgeTime provides tools to support attendance record-keeping; it does not itself make or recommend employment decisions;
• EdgeTime does not currently use biometric verification, such as fingerprint or facial recognition. If this changes in future, additional terms and consents may apply before such a feature is enabled for an Organisation.

The Organisation and its Employees must not:

• falsify attendance records, geofence data, or otherwise attempt to circumvent EdgeTime's attendance verification;
• attempt to bypass, disable, or manipulate geofence verification or any other security or access control feature of EdgeTime;
• use EdgeTime to harass, unlawfully discriminate against, or monitor Employees beyond what is necessary for attendance record-keeping;
• reverse engineer, decompile, or disassemble EdgeTime, except to the extent expressly permitted by applicable law;
• introduce malware, or attempt to gain unauthorised access to EdgeTime or any account, system, or network connected to it;
• use EdgeTime in violation of applicable law, including Nigerian labour and data protection law;
• resell, sublicense, or otherwise make EdgeTime available to any unauthorised third party.

• Ensuring Employees are informed of, and, where required, consent to, EdgeTime's collection of their attendance and location data, consistent with the EdgeTime Privacy Policy and applicable law;
• Accurately configuring geofences and work schedules for its premises and workforce;
• Complying with applicable Nigerian labour law in its use of attendance data, including in relation to payroll and disciplinary decisions;
• Promptly removing EdgeTime access for Employees who leave the Organisation or no longer require it;
• Maintaining accurate billing and administrator contact information.

As between the Organisation and MarketEdge, the Organisation owns the attendance and Employee data it inputs into or generates through EdgeTime, without prejudice to MarketEdge's rights in the underlying software. Personal data is processed in accordance with the EdgeTime Privacy Policy, under which the Organisation is generally the data controller of Employee attendance data and MarketEdge acts as data processor. Upon termination, the Organisation may request export of its data as described in Section 18.

EdgeTime relies on third-party infrastructure providers, such as cloud hosting and payment processors, to operate. These are addressed as sub-processors in the EdgeTime Privacy Policy. We are not responsible for the availability, performance, or acts or omissions of third-party services outside our reasonable control.

• EdgeTime, including its software, design, trademarks, and documentation, is owned by MarketEdge Advisory or its licensors and is protected by Nigerian and international intellectual property laws;
• No rights are granted to the Organisation or its Employees other than the limited licence described in Section 6;
• Any feedback or suggestions the Organisation or its Employees provide about EdgeTime may be used by MarketEdge without restriction or compensation.

Each party will protect the other's Confidential Information disclosed in connection with EdgeTime with at least the same degree of care it uses for its own similarly sensitive information, and will not disclose it except as necessary to perform its obligations under these Terms or as required by law.

We aim to keep EdgeTime available but do not guarantee uninterrupted or error-free operation. We may perform scheduled or emergency maintenance, and may modify, update, or discontinue features of EdgeTime from time to time, with notice to the Organisation where changes are material.

EdgeTime is provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that geofence verification will always be accurate or that EdgeTime will be uninterrupted or error-free.

To the maximum extent permitted by law, MarketEdge's aggregate liability arising out of or related to these Terms or EdgeTime will not exceed the Fees paid by the Organisation in the twelve (12) months preceding the event giving rise to the claim. MarketEdge will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages. Nothing in these Terms limits liability that cannot be limited under applicable Nigerian law, including for fraud or wilful misconduct.

The Organisation agrees to indemnify and hold MarketEdge harmless from and against claims, damages, and expenses (including reasonable legal fees) arising from the Organisation's breach of these Terms, misuse of EdgeTime, or violation of applicable law, including labour and data protection law, in connection with its use of EdgeTime.

Either party may terminate a Subscription in accordance with the applicable order form, or on notice at the end of a billing cycle. We may suspend or terminate the Organisation's access immediately for material breach of these Terms, non-payment, or conduct that risks harm to EdgeTime, other users, or third parties. On termination, the Organisation's licence under these Terms ends, and the Organisation may request export of its data within 30 days of termination, after which we may delete it in line with the retention provisions of the EdgeTime Privacy Policy.

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties will first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation between senior representatives. If a dispute is not resolved within thirty (30) days, it may be referred to arbitration seated in Lagos under the Arbitration and Mediation Act 2023, or submitted to the exclusive jurisdiction of the courts of Lagos State, as set out in the applicable order form.

We may update these Terms from time to time to reflect changes in EdgeTime, our practices, or legal requirements. We will post updated Terms on our website and/or within the App with a revised effective date, and, for material changes, provide additional notice, such as an email notification or a prominent notice within the App. Continued use of EdgeTime after changes take effect constitutes acceptance of the updated Terms.

Notices to MarketEdge regarding these Terms should be sent to:

• Address: 10, Ayo Fasugba Street, Magodo-Isheri, Lagos, Nigeria
• Email: it@marketedgeadvisory.com
• Phone: 0815715555

Notices to the Organisation will be sent to the administrator contact details on file for its Account.

• Entire agreement: these Terms, together with the EdgeTime Privacy Policy and any applicable order form, constitute the entire agreement between the parties regarding EdgeTime, and supersede any prior agreements on the subject;
• Severability: if any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect;
• No waiver: a failure to enforce any provision of these Terms is not a waiver of the right to do so later;
• Assignment: the Organisation may not assign these Terms without our prior written consent; MarketEdge may assign these Terms in connection with a merger, acquisition, or reorganisation;
• Force majeure: neither party is liable for delay or failure to perform caused by a Force Majeure Event;
• Relationship of the parties: the parties are independent contractors, and these Terms do not create a partnership, joint venture, or agency relationship.