Terms

Version 2026-09-29-b

These terms are being finalised with counsel. If they change materially, you will be asked to accept the new version before continuing.

Revision note (2026-09-29, editorial, version unchanged): the document is titled "Terms" (previously "Platform Terms") and the provider is named "HubMan" (previously "hub.man"). These are non-material changes under clause 23.2; the rights and obligations are unchanged from version 2026-09-29-b as first published.

1. About these Terms and the parties

1.1 These Terms are an agreement between:

(a) HubMan, a company incorporated in the Federal Republic of Nigeria, with its registered office at (to be confirmed) ("HubMan", "we", "us"); and

(b) the organisation that creates or operates a hub account on the HubMan platform ("the Hub", "you").

1.2 The individual who accepts these Terms confirms that they are authorised to bind the Hub. If they are not, they must not accept these Terms or use the Service.

1.3 The Service is provided to businesses and organisations for use in the course of their activities. It is not offered to individuals acting as consumers. The Hub's own members use the Service through the Hub, under the Hub's own terms with them (see clause 14).

1.4 The agreement between HubMan and the Hub consists of the following, in this order of precedence if they conflict:

(a) any order form or written agreement signed by both parties (for example, for the Network plan);

(b) Schedule 4, while the Hub is on the Free plan and only for the matters it covers;

(c) the data protection terms in clause 12 and Schedules 1 to 3, for any matter concerning personal data;

(d) these Terms; and

(e) the plan descriptions, caps and prices on the Pricing Page.

2. Definitions

2.1 In these Terms:

(a) Account means the Hub's tenant account on the Service.

(b) Owner means a user with the owner role on the Account. Admin means a user with an admin role. Owners and Admins together are Authorised Admins. Staff means any user the Hub gives a staff, admin or owner role.

(c) Member means an individual to whom the Hub gives access to the Service as a member of the Hub, or whose data the Hub puts into the Service (including guests, visitors, applicants and event attendees).

(d) Hub Data means all data, content and files that the Hub, its Staff or its Members put into the Service, or that the Service generates specifically for the Hub. Member Data means the personal data within Hub Data.

(e) Service means the HubMan platform, including the web applications, the Hub's public pages, emails sent through the platform, APIs and related support.

(f) Plan means the subscription tier the Hub is on (for example, Free, Starter, Growth, Scale or Network), with the features, caps and fees described on the Pricing Page.

(g) Pricing Page means the HubMan pricing page published at https://hubman.app/pricing, as updated under clause 7.

(h) Subscription Term means each monthly or annual billing period of a paid Plan.

(i) Member Payment means a payment made by a Member to the Hub using the Service's payment features. Platform Fee means the percentage fee described in clause 9.

(j) Payment Gateway means a third-party payment provider supported by the Service, currently Paystack and Stripe.

(k) Lapsed means the state described in clause 10.1. Read-only Mode means the restricted access described in clause 10.2.

(l) Data Protection Laws means all laws on the processing of personal data that apply to a party's processing under these Terms, including those listed in clause 12.10.

(m) Controller and Processor have the meanings given in the applicable Data Protection Laws. Under the South African Protection of Personal Information Act 2013 (POPIA), "Controller" means "responsible party" and "Processor" means "operator". Personal data includes "personal information" under POPIA.

(n) Sub-processor means a third party engaged by HubMan that processes Member Data for the purpose of providing the Service.

(o) Security Incident means a breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Member Data that HubMan or its Sub-processors process.

(p) Service Data means technical and usage information about how the Service operates and is used (for example, performance metrics, error logs, feature usage counts). Where Service Data contains personal data, clause 12.3 governs it.

(q) Free Caps, Attribution, Operators and Aggregated Data have the meanings given in S4.2. They are used only in Schedule 4.

3. The Service

3.1 HubMan will provide the Service to the Hub under these Terms. The features included in each Plan are those described on the Pricing Page.

3.2 HubMan may change, improve or retire features. During a paid Subscription Term, HubMan will not materially reduce the core functionality of the Hub's Plan without at least 30 days' notice. If such a reduction materially harms the Hub, the Hub may terminate and receive a pro-rata refund of prepaid fees for the unused part of the Subscription Term.

3.3 Some features may be labelled beta, preview or experimental. They are provided as-is, may change or be withdrawn without notice, and are excluded from any commitment in clause 17.

3.4 The Hub may choose to connect third-party services (for example, a calendar provider, a custom domain registrar or a door-access system). The Hub's use of those services is governed by its own agreement with the third party. HubMan is not responsible for third-party services the Hub chooses to connect, except where that third party is a HubMan Sub-processor.

3.5 A Hub on the Free plan is also bound by Schedule 4, which forms part of these Terms and does not need to be accepted separately. Schedule 4 stops applying when a paid Plan starts for the Hub, except for the provisions that S4.10 says continue.

4. The Account and Authorised Admins

4.1 Each Account must have at least one Owner at all times. Owners may appoint and remove Admins and other Staff, and assign roles.

4.2 The Hub is responsible for:

(a) everything done through its Account by its Staff, and by anyone using its Staff's credentials;

(b) keeping credentials confidential and removing access promptly when a person leaves or no longer needs it; and

(c) keeping the Owner's contact details accurate, because HubMan sends legal, billing and security notices there (clause 25).

4.3 HubMan may treat any instruction given by an Authorised Admin through the Service, or from the Owner's registered email address, as an instruction of the Hub.

4.4 If there is a dispute about who controls the Account (for example, between former and current management of a Hub), HubMan may ask for reasonable evidence of authority and may restrict changes to the Account until the dispute is resolved. HubMan is not required to decide internal disputes of the Hub.

4.5 HubMan personnel will access the Account and Hub Data only as needed to provide support the Hub requests, maintain and secure the Service, prevent abuse, or comply with law.

5. Trial

5.1 Each Hub may use one free trial of 30 days. During the trial, the Hub receives the features described for the trial on the Pricing Page. No payment card is required to start a trial.

5.2 A trial is available once per Hub. HubMan may refuse a further trial where it reasonably believes an organisation is creating new Accounts to obtain repeated trials.

5.3 When the trial ends, the Hub may choose a paid Plan or, where offered, move to the Free plan, in which case Schedule 4 applies. If it does neither, the Account becomes Lapsed under clause 10. HubMan will not charge the Hub automatically at the end of a trial unless the Hub has chosen a paid Plan and provided payment details.

5.4 The trial is provided as-is. Clause 17 does not apply to it, and the liability cap for trials in clause 19.4 applies.

6. Subscriptions, billing and renewal

6.1 Paid Plans are billed in advance, monthly or annually as the Hub chooses, in the billing currency set for the Account. Prices are those shown on the Pricing Page for that currency when the Hub subscribes or renews, subject to clause 7.

6.2 Renewal. A paid Subscription Term renews automatically for a further period of the same length unless the Hub cancels before the renewal date. For annual Subscription Terms, HubMan will send a reminder to the Owner at least 14 days before renewal.

6.3 Caps. Each Plan has caps (for example, on active members and locations), as published on the Pricing Page. Reaching a cap does not remove existing Members, locations or records. It prevents new ones above the cap until the Hub upgrades or reduces usage.

6.4 Upgrades and downgrades. Upgrades take effect immediately, and the price difference is charged pro rata for the rest of the current Subscription Term. Downgrades take effect at the next renewal date.

6.5 Usage-based charges. Some features are charged per use (for example, identity checks and SMS), at the rates on the Pricing Page. These are billed in arrears or deducted from prepaid credit, as the Service describes.

6.6 Discounts. Discounts (for example, for nonprofit, university or government-backed hubs) are granted on application at HubMan's discretion. HubMan may require evidence of eligibility and may end a discount at the next renewal if the Hub no longer qualifies.

6.7 Late or failed payment. If a payment fails, the Account enters a grace period of 7 days, during which all features remain available. If payment is still outstanding at the end of the grace period, the Account becomes Lapsed.

6.8 Refunds. Fees are non-refundable, except where these Terms expressly provide a refund (clauses 3.2, 7.3, 12.5(d) and 22.4) or where the law requires one.

7. Price changes

7.1 HubMan sets Plan prices, caps, usage rates and Platform Fee rates, and may change them.

7.2 HubMan will give the Owner at least 30 days' written notice before a price increase or a less favourable change to caps or fees takes effect for the Hub. A change takes effect from the Hub's next renewal date after the notice period ends. The price of an annual Subscription Term already paid will not change during that term.

7.3 If the Hub does not accept a change, it may cancel before the change takes effect. Cancellation takes effect at the end of the current Subscription Term. If a change must take effect during a Subscription Term (for example, because of a change in law or in a Payment Gateway's charges to HubMan), the Hub may terminate and receive a pro-rata refund of prepaid fees.

7.4 Local-currency prices are set in a price book. They are not automatic conversions from another currency, and they may be reviewed periodically. Any review that increases a price is a change under clause 7.2.

8. Taxes

8.1 All prices and fees exclude value added tax, goods and services tax, sales tax, digital services tax and similar taxes. The Hub must pay any such taxes that apply to its purchases, in addition to the fees.

8.2 If the law requires the Hub to withhold tax from a payment to HubMan, the Hub must increase the payment so that HubMan receives the amount it would have received without the withholding, unless the parties agree in writing that the Hub will instead provide an official withholding tax receipt or credit note within 30 days of payment.

8.3 The Hub must provide accurate tax details (for example, its tax identification number and any VAT registration) so HubMan can issue valid invoices.

8.4 The Hub is solely responsible for taxes on its own sales to Members, including taxes on Member Payments.

9. Member payments, Platform Fees and Payment Gateways

9.1 The Hub may use the Service to take payments from Members, using a supported Payment Gateway.

9.2 The Hub is the seller. Each Member Payment is a transaction between the Hub and the Member. HubMan is not a party to it and is not the seller, merchant of record, agent for collection, or payment service provider. The Hub is responsible for its prices, receipts, refunds, cancellations, chargebacks, disputes, and compliance with consumer and pricing laws in its dealings with Members.

9.3 Payment Gateways are independent third parties. Payment Gateways provide their services under their own terms, which the Hub must accept where they require it. HubMan does not control, and is not responsible for, a Payment Gateway's availability, fraud screening, fund holds, settlement timing, currency conversion, fees or decisions. Gateway fees are separate from HubMan's fees.

9.4 Flow of funds. Member Payments settle from the Payment Gateway to the Hub's own gateway account or sub-account. HubMan does not receive or hold Member funds, except for the Platform Fee where the Payment Gateway deducts it at settlement.

9.5 Platform Fee. Each successful Member Payment carries a Platform Fee at the percentage shown on the Pricing Page for the Hub's Plan on the date of the payment. The Platform Fee is calculated on [the gross amount paid by the Member / the amount after gateway fees — confirm]. It is collected by deduction at settlement through the Payment Gateway or, where that is not possible, invoiced monthly in arrears.

9.6 Refunds and chargebacks. If the Hub refunds a Member Payment, or a chargeback is upheld, the Platform Fee on that payment [is not returned / is credited to the Hub's next invoice — commercial decision required], except where the refund results from an error in the Service.

9.7 Changes to Platform Fee rates are subject to clause 7.

9.8 Wallets and stored credit. If the Hub offers Members a wallet, credit balance or prepaid credit through the Service, any balance is an obligation of the Hub to the Member. HubMan provides the recording software only. The Hub is responsible for whether any stored-value arrangement it offers needs a licence or approval under the law that applies to it.

10. Lapse, read-only access and data export

10.1 The Account becomes Lapsed if:

(a) the trial ends and the Hub has not chosen a paid Plan or moved to Free;

(b) a paid subscription is cancelled or ends without renewal and the Hub has not moved to another Plan; or

(c) a payment remains unpaid at the end of the grace period in clause 6.7.

10.2 While Lapsed, the Account is in Read-only Mode:

(a) Staff can sign in, view and export Hub Data, but cannot create new operational records;

(b) Members keep read access to their own history;

(c) public booking and sign-up pages are paused; and

(d) integrations, scheduled emails and campaigns may be paused.

10.3 No deletion because of lapse. HubMan will not delete Hub Data because the Account is Lapsed. Hub Data is kept until one of the following happens:

(a) the Hub instructs HubMan to delete it (in whole or in part, including in response to a Member's request);

(b) the Account is closed under clause 22 and the export period in clause 22.5 has ended; or

(c) the law requires deletion.

10.4 Choosing a Plan restores full access for that Plan immediately.

10.5 Export right. The Hub may export Hub Data at any time, including while on Free, while Lapsed, and during the export period after termination (clause 22.5). Exports are available through the Service's self-serve tools in a commonly used, machine-readable format (for example, CSV or JSON). HubMan will give reasonable help with an export the tools cannot produce. It may charge its standard rates for work beyond reasonable help, as agreed with the Hub in advance.

11. Acceptable use

11.1 The Hub must not, and must ensure its Staff and Members do not, use the Service to:

(a) break any law, or infringe any person's rights, including privacy and intellectual property rights;

(b) upload or send unlawful, defamatory, harassing, hateful or sexually exploitative content, or any content that exploits or endangers children;

(c) send unsolicited bulk messages, or send messages to people who have not agreed to receive them where the law requires consent;

(d) carry out fraud, money laundering, terrorist financing, or payments for prohibited goods or services;

(e) upload malware, or probe, scan or test the Service's security without HubMan's written permission;

(f) access or attempt to access another hub's data or Account, or get around tenant isolation, caps, attribution or other technical limits;

(g) resell, sublicense or provide the Service to third parties as a service bureau, except as a Plan expressly allows (for example, a Network plan for a hub network);

(h) overload the Service, or use automated means to access it except through the published APIs and within their limits; or

(i) collect identity or verification data for any purpose other than the one disclosed to the Member.

11.2 HubMan may remove content or restrict features to the extent needed to stop a breach of this clause, and will tell the Hub what it has done and why, unless the law prevents it.

12. Data protection

12.1 Roles.

(a) For Member Data, the Hub is the Controller and HubMan is the Processor.

(b) For the personal data of the Hub's Authorised Admins and Staff that HubMan uses to manage the Account, bill the Hub, provide support, keep the Service secure, and communicate with the Hub, HubMan is an independent Controller. That processing is described in HubMan's Privacy Notice at https://hubman.app/legal/terms.

12.2 Instructions. HubMan will process Member Data only on the Hub's documented instructions. The Hub's instructions are these Terms, the Hub's configuration and use of the Service, and any other written instructions the parties agree. HubMan will tell the Hub if it believes an instruction breaks Data Protection Laws. If the law requires HubMan to process Member Data otherwise than on the Hub's instructions, HubMan will tell the Hub first, unless the law prohibits it.

12.3 Limits on HubMan's use. HubMan will not:

(a) sell, rent or trade Member Data, or exchange it for money or other valuable consideration;

(b) use Member Data to market HubMan's or anyone else's products or services to Members;

(c) use Member Data for advertising, profiling or tracking across hubs; or

(d) [use Member Data to train artificial intelligence models for any purpose other than providing the Service to the Hub — confirm against the AI-assist implementation and any AI Sub-processor's terms].

HubMan may use Service Data to operate, secure, support and improve the Service. Where Service Data contains Member Data, HubMan will use it only for those purposes, keep it to the minimum needed, and not disclose it except to Sub-processors.

12.4 Personnel. HubMan will ensure that everyone it authorises to process Member Data is bound by a duty of confidentiality.

12.5 Sub-processors.

(a) The Hub gives HubMan general authorisation to engage Sub-processors. The current list is in Schedule 2.

(b) HubMan will impose data protection obligations on each Sub-processor that are at least as protective as those in this clause 12, and remains responsible to the Hub for its Sub-processors' performance.

(c) HubMan will give the Owner at least 30 days' notice before adding or replacing a Sub-processor, except in an emergency needed to keep the Service running or secure, in which case notice will follow as soon as practicable.

(d) The Hub may object on reasonable data protection grounds within that notice period. The parties will discuss the objection in good faith. If they cannot resolve it, the Hub may terminate the affected part of the Service and receive a pro-rata refund of prepaid fees.

(e) Payment Gateways process payment data to provide their own regulated services, and may act as independent Controllers for that data under their own terms. They are listed in Schedule 2 for transparency.

12.6 International transfers. Member Data may be processed outside the country where the Hub or its Members are located, including in the locations listed in Schedule 2. Where Data Protection Laws restrict such transfers, HubMan will ensure a lawful transfer mechanism is in place before the transfer (for example, an adequacy decision, appropriate contractual safeguards, or standard contractual clauses approved under the applicable law).

12.7 Assistance. Taking into account the nature of the processing, HubMan will give the Hub reasonable assistance with:

(a) responding to Members exercising their rights (access, correction, deletion, objection, portability and similar), mainly through the Service's self-serve tools;

(b) data protection impact assessments and consultations with regulators relating to the Service; and

(c) meeting the Hub's security and breach notification obligations.

If a Member contacts HubMan directly about Member Data, HubMan will refer them to the Hub and will not respond on the Hub's behalf unless instructed or required by law.

12.8 Deletion and return. At the end of the Service, HubMan will make Member Data available for export under clause 22.5 and then delete it under clause 22.6, unless the law requires HubMan to keep it.

12.9 Information and audit. HubMan will make available the information reasonably needed to show compliance with this clause 12, including security documentation and summaries of independent assessments where available. If that information is not enough to meet the Hub's legal obligations, the Hub may carry out an audit, not more than once in any 12 months, on at least 30 days' notice, at its own cost, during business hours, subject to confidentiality, and in a way that does not compromise other hubs' data or the security of the Service.

12.10 Applicable laws. Each party will comply with the Data Protection Laws that apply to it, including, where applicable:

(a) the Nigeria Data Protection Act 2023 and regulations and directives issued by the Nigeria Data Protection Commission;

(b) the Kenya Data Protection Act 2019 and its regulations, supervised by the Office of the Data Protection Commissioner;

(c) the Ghana Data Protection Act 2012 (Act 843), supervised by the Data Protection Commission;

(d) the South African Protection of Personal Information Act 2013, supervised by the Information Regulator; and

(e) the EU General Data Protection Regulation and the UK GDPR, where the Hub, or its processing of Member Data, falls within their scope.

12.11 Registration. Each party is responsible for its own registration, notification or fee obligations with a data protection regulator. HubMan will maintain the registrations it is required to hold as a Processor [confirm which registrations HubMan holds or needs].

12.12 GDPR processing terms. Where the GDPR or UK GDPR applies, this clause 12 and Schedule 1 are intended to meet the requirements for a contract between a Controller and a Processor. Where Member Data subject to those laws is transferred to a country without an adequacy decision, the relevant standard contractual clauses are incorporated by reference [module and annex details to be completed by counsel].

12.13 Sensitive data. The Service's identity verification feature processes identity document and verification data, which may include biometric data. Some Data Protection Laws treat this as sensitive or special category data. The Hub must only enable identity verification where it has a lawful basis and has given Members any notice the law requires, and must not otherwise put sensitive personal data into the Service unless the feature is designed for it.

13. Security and incidents

13.1 HubMan will implement and maintain appropriate technical and organisational measures to protect Member Data, taking into account the state of the art, the cost of implementation, and the nature, scope and risks of the processing. These measures are outlined in Schedule 3 and may be updated, provided the overall level of protection is not reduced.

13.2 The Hub is responsible for its own security in using the Service, including managing user roles, protecting credentials, securing its own devices and connected systems, and deciding what data it puts into the Service.

13.3 Security Incidents. If HubMan becomes aware of a Security Incident, it will:

(a) notify the Owner without undue delay, and in any event within 48 hours of becoming aware of it;

(b) give the information reasonably available about the nature of the incident, the categories and approximate number of Members and records affected, the likely consequences, and the steps taken or proposed; and supplement it as more becomes known;

(c) take reasonable steps to contain the incident and reduce its effects; and

(d) cooperate reasonably with the Hub's investigation and its notifications.

13.4 As Controller, the Hub decides whether to notify regulators and Members. HubMan will not notify the Hub's regulators or Members about a Security Incident on the Hub's behalf unless the Hub asks it to, or the law requires it.

13.5 Notifying or responding to a Security Incident is not an admission of fault or liability by HubMan.

14. The Hub's obligations to its Members

14.1 The Hub is responsible for its relationship with its Members, including the terms on which it gives them access to the Service. HubMan is not a party to those terms. Members are not third-party beneficiaries of these Terms.

14.2 The Hub must:

(a) have a lawful basis for all Member Data it puts into, or collects through, the Service;

(b) give Members a privacy notice that meets Data Protection Laws. The notice must explain that the Hub uses service providers to run its platform, including cross-border processing where it applies;

(c) obtain and record any consent the law requires. This includes consent for newsletters and marketing sent through the Service, for identity checks where consent is the lawful basis, and before making a Member's profile publicly visible (the Service keeps profiles private by default);

(d) respond to Members' data protection requests, using the Service's tools and HubMan's assistance under clause 12.7;

(e) obtain verifiable consent from a parent or guardian before processing a child's personal data, where the law requires it, and not use features unsuitable for children with Members under the age of majority;

(f) comply with consumer, pricing, anti-spam and electronic communications laws in its dealings with Members;

(g) moderate communities, events and other shared spaces it runs, and act on reports of misuse; and

(h) ensure its Members comply with clause 11.

14.3 The Hub is the sender of emails, newsletters and campaigns it sends through the Service. It is responsible for having the right to send them and for honouring unsubscribe requests.

15. Intellectual property

15.1 HubMan and its licensors own all rights in the Service, including its software, design, documentation and the HubMan name and marks. These Terms give the Hub no rights in them other than the right to use the Service as these Terms allow.

15.2 The Hub (or its Members or licensors) owns all rights in Hub Data. The Hub grants HubMan a non-exclusive, worldwide licence to host, copy, process, transmit and display Hub Data only as needed to provide, secure and support the Service and as these Terms otherwise permit.

15.3 The Hub grants HubMan a licence to use the Hub's name, logo and branding within the Service and on the Hub's public pages, as the Hub configures them.

15.4 If the Hub gives feedback or suggestions, HubMan may use them without restriction or payment. HubMan will not identify the Hub as their source without the Hub's consent.

15.5 The Hub must not copy, modify, reverse engineer or decompile the Service, except to the extent the law allows despite this restriction.

15.6 HubMan will not name the Hub as a customer in its marketing without the Hub's prior consent. This clause does not restrict the Attribution described in Schedule 4.

16. Confidentiality

16.1 Each party will keep confidential the other party's non-public information that is marked confidential or that a reasonable person would understand to be confidential. It will use that information only to perform or exercise rights under these Terms, and disclose it only to personnel, advisers and Sub-processors who need to know it and are bound by equivalent duties.

16.2 This obligation does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from a third party without restriction.

16.3 A party may disclose confidential information where the law, a court or a regulator requires it. Where legally permitted, it must first give the other party notice and a chance to object.

16.4 Member Data is also protected by clause 12, which prevails if the two conflict.

17. Availability and support

17.1 HubMan will use reasonable efforts to make the Service available and to fix faults promptly. HubMan does not offer a service level agreement, uptime commitment or service credits unless it has agreed one in a signed written agreement with the Hub.

17.2 HubMan may carry out planned maintenance and will give notice where practicable. It may carry out urgent maintenance without notice.

17.3 The Service depends on third-party infrastructure, including hosting, email and Payment Gateway providers, and on internet and power infrastructure. HubMan is not responsible for unavailability caused by events outside its reasonable control (clause 26.4).

17.4 Support is available through the channels and at the levels described for the Hub's Plan on the Pricing Page.

18. Warranties and disclaimers

18.1 Each party warrants that it has the authority to enter into these Terms.

18.2 HubMan warrants that it will provide paid Plans with reasonable skill and care. If the Service does not conform to this warranty, the Hub's remedy is for HubMan to use reasonable efforts to correct the non-conformity. If it cannot do so within a reasonable time, the Hub may terminate the affected Plan and receive a pro-rata refund of prepaid fees.

18.3 Except as these Terms expressly state, and to the extent the law allows, the Service is provided "as is" and "as available". HubMan gives no other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation.

18.4 The Service is a tool. It does not give legal, tax, accounting or regulatory advice. Identity verification results come from third-party sources and may be incomplete or wrong. The Hub remains responsible for its own decisions.

19. Limitation of liability

19.1 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including for fraud, or for death or personal injury caused by negligence.

19.2 Clauses 19.3 to 19.5 do not limit:

(a) the Hub's obligation to pay fees, Platform Fees and taxes;

(b) the Hub's indemnity in clause 20.1; or

(c) either party's liability for wilful misconduct.

19.3 Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, however it arises.

19.4 Each party's total aggregate liability arising from or in connection with these Terms, in any 12-month period, is limited to:

(a) for a paid Plan, the subscription fees the Hub paid or must pay to HubMan in the 12 months before the event giving rise to the claim; and

(b) for a trial or the Free plan, USD 100 or its equivalent in the Hub's billing currency.

19.5 Data protection claims. For claims arising from a breach of clause 12 or 13, each party's total aggregate liability is limited to [two times the amount in clause 19.4 / a fixed amount — commercial decision required]. This separate cap does not increase the amount available for other claims.

20. Indemnities

20.1 The Hub will defend and indemnify HubMan against third-party claims, including claims by Members and regulators, and any resulting losses, fines (where the law allows them to be indemnified), damages and reasonable legal costs, to the extent they arise from:

(a) Hub Data, or the Hub's instructions to HubMan;

(b) the Hub's or its users' breach of clause 11 or clause 14;

(c) the Hub's dealings with Members, including Member Payments, refunds, chargebacks and stored credit; or

(d) the Hub's failure to meet its obligations as Controller.

20.2 On paid Plans, HubMan will defend the Hub against any third-party claim that the Service, as provided by HubMan, infringes that party's intellectual property rights, and will pay any resulting damages or settlement HubMan approves. This does not apply to claims arising from Hub Data, third-party services the Hub connects, or modifications or combinations HubMan did not make. If such a claim is made or likely, HubMan may modify the Service, obtain a licence, or terminate the affected feature and refund prepaid fees for it.

20.3 The party seeking an indemnity must promptly notify the other in writing and give it reasonable cooperation and control of the defence and settlement. No settlement admitting fault by the indemnified party may be made without its consent.

21. Suspension

21.1 HubMan may suspend all or part of the Account, or a user's access, where reasonably necessary:

(a) to prevent or respond to a security threat, or a threat to the Service or other hubs;

(b) because of a serious breach of clause 11;

(c) to comply with law or with an order of a court or regulator; or

(d) for non-payment, after the grace period in clause 6.7 (in which case the Account becomes Lapsed rather than suspended).

21.2 HubMan will limit the suspension to what is reasonably necessary, give notice (in advance where practicable), and restore access once the reason has been resolved. Suspension does not remove the Hub's right to export Hub Data under clause 10.5, unless export would itself continue the harm or break the law.

22. Term and termination

22.1 These Terms start when the Hub accepts them and continue until the Account is closed under this clause.

22.2 The Hub may cancel its paid subscription at any time through the Service. Cancellation takes effect at the end of the current Subscription Term, after which the Account becomes Lapsed. The Hub may close its Account entirely by written request from an Owner.

22.3 Either party may terminate these Terms by written notice if the other party:

(a) materially breaches these Terms and does not remedy the breach within 30 days of notice; or

(b) becomes insolvent, enters administration, liquidation or a similar process, or stops carrying on business.

22.4 HubMan may terminate these Terms for convenience on at least 90 days' notice. If it does, it will refund prepaid fees for the unused part of any Subscription Term.

22.5 Export period. After termination or closure, the Account stays in Read-only Mode for 90 days so the Hub can export Hub Data, unless the Hub instructs earlier deletion.

22.6 Deletion. After the export period ends, HubMan will delete Hub Data from the live Service within 30 days, and from backups within its backup retention cycle (currently [BACKUP RETENTION PERIOD — confirm]), unless the law requires HubMan to keep it. HubMan will confirm deletion in writing on request.

22.7 Clauses 8, 9.2, 9.6, 10.5 (for the export period), 12 (for as long as HubMan holds Member Data), 15, 16, 19, 20, 22.5 to 22.7, 24 and 26 survive termination, as do the provisions of Schedule 4 that S4.10.3 says survive.

23. Changes to these Terms

23.1 These Terms are versioned. Each version shows its date in the version field. HubMan will keep previous versions available at https://hubman.app/legal/terms.

23.2 Non-material changes (for example, clarifications, corrections, or changes that do not reduce the Hub's rights) take effect on the date stated in a notice sent to the Owner or shown in the Service. The notice will be given at least 14 days in advance where practicable.

23.3 Material changes are changes that reduce the Hub's rights or increase its obligations in a meaningful way, or that change how Member Data is processed. For these:

(a) HubMan will notify the Owner at least 30 days before the change takes effect, with a summary of what is changing;

(b) an Authorised Admin must accept the new version through the Service to continue using the Service after the effective date;

(c) if the new version has not been accepted by the effective date, the Account will move to Read-only Mode until it is accepted. The Hub keeps its export right, and no Hub Data is deleted; and

(d) instead of accepting, the Hub may terminate and receive a pro-rata refund of prepaid fees for the unused part of the Subscription Term.

23.4 A change required by law, by a regulator or by a Payment Gateway may take effect sooner, if that is required. HubMan will give as much notice as it reasonably can.

23.5 HubMan will record each acceptance, including the version accepted, the user who accepted it and the time.

24. Governing law and disputes

24.1 These Terms, and any dispute or claim arising from them (including non-contractual disputes), are governed by the laws of the Federal Republic of Nigeria.

24.2 The parties will first try to resolve any dispute through good-faith discussion between senior representatives for 30 days after one party notifies the other of the dispute.

24.3 If the dispute is not resolved, it will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The seat will be Lagos, there will be a single arbitrator, and the proceedings will be in English. [Alternative for counsel: exclusive jurisdiction of the courts of Lagos State.]

24.4 Either party may seek urgent interim relief from any competent court.

24.5 This clause does not deprive the Hub, its Members or any regulator of the protection of mandatory laws of the country where the Hub is established, including Data Protection Laws.

25. Notices

25.1 HubMan will send notices to the Hub by email to the Owner's registered address and, where appropriate, in the Service. The Hub is responsible for keeping that address current.

25.2 The Hub must send notices to HubMan by email to hello@hubman.app. Formal legal notices, including notices of breach, termination or legal proceedings, must also be sent by courier to HubMan, (to be confirmed).

25.3 An email notice is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message. A courier notice is treated as received on the date of delivery.

26. General

26.1 Entire agreement. The documents in clause 1.4 are the whole agreement between the parties about the Service and replace any earlier understandings. Terms on the Hub's purchase orders do not apply.

26.2 Assignment. The Hub may not transfer these Terms without HubMan's written consent, which will not be unreasonably withheld. HubMan may transfer these Terms to an affiliate, or to a successor in a merger, acquisition or sale of all or substantially all of its relevant business, on notice to the Hub.

26.3 Subcontracting. HubMan may use subcontractors, subject to clause 12.5 for Sub-processors, and remains responsible for them.

26.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. Such events include failures of power, internet or third-party infrastructure, natural disasters, civil unrest, government action and industrial action (other than by the affected party's own staff). This clause does not excuse payment obligations.

26.5 Severability. If any part of these Terms is found invalid or unenforceable, the rest remains in force, and the affected part will be applied as closely as possible to its original intent.

26.6 No waiver. A failure or delay in exercising a right is not a waiver of it.

26.7 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

26.8 Electronic acceptance. The parties agree that accepting these Terms electronically through the Service has the same effect as a signature.

26.9 Anti-corruption and sanctions. Each party will comply with anti-bribery and anti-corruption laws that apply to it. The Hub confirms that it is not subject to sanctions that would make it unlawful for HubMan to provide the Service to it.

26.10 Language. These Terms are written in English. Any translation is for convenience only, and the English version prevails.

Schedule 1. Details of processing

S1.1 Subject matter and duration. Provision of the Service to the Hub, for the term of these Terms and the export and deletion periods in clause 22.

S1.2 Nature and purpose. Hosting, storage, organisation, retrieval, transmission, display and deletion of Member Data to enable the Hub's operations. These include membership management, bookings, check-in, events, communities, directories, support, payments, communications, programmes, learning, visitor management, access control integration, identity verification, analytics and exports, as enabled for the Hub's Plan.

S1.3 Categories of data subjects. Members, applicants, guests, visitors, event attendees, and the Hub's Staff (to the extent their data is Member Data and not account data under clause 12.1(b)).

S1.4 Categories of personal data. Contact details; profile information the Hub or Member provides; membership, booking, attendance and check-in records; communications and support content; payment records (not full card details, which the Payment Gateway handles); wallet balances; programme and learning records; and, where the Hub enables identity verification, identity document and verification data.

S1.5 Sensitive data. Identity verification data, which may include biometric data, only where the Hub enables that feature. Any other sensitive data only as the Hub decides to collect, subject to clause 12.13.

Schedule 2. Sub-processors

S2.1 The following Sub-processors are authorised at the date of this version. [Engineering and counsel to confirm each entity, its processing location and the transfer mechanism before publication.]

S2.2 Third-party services the Hub connects itself (for example, its own calendar account) are not Sub-processors (clause 3.4).

Schedule 3. Security measures (outline)

S3.1 [To be completed with verified controls only. Engineering must confirm each item before publication. Do not publish any measure that is not in place.] Proposed headings:

(a) tenant isolation: every record is scoped to a tenant, and access checks are enforced server-side on every request;

(b) role-based access control for Staff, with least-privilege roles;

(c) encryption of data in transit;

(d) encryption of data at rest [confirm with hosting provider];

(e) secrets held in environment configuration, not in the database;

(f) authentication controls [confirm multi-factor options];

(g) logging and audit trails for administrative actions;

(h) backups and recovery [confirm frequency and retention];

(i) vulnerability management and dependency updates;

(j) personnel confidentiality and access limited to need; and

(k) incident response procedure supporting clause 13.3.

Schedule 4. Free plan

S4.1 How this Schedule works

S4.1.1 This Schedule 4 applies to the Hub while it is on the Free plan, in addition to the rest of these Terms. It forms part of these Terms and does not need to be accepted separately. Words defined in these Terms have the same meaning here.

S4.1.2 The rest of these Terms continue to apply in full. If this Schedule 4 and another part of these Terms conflict on a matter this Schedule 4 covers, this Schedule 4 prevails, except that nothing in this Schedule 4 reduces HubMan's obligations under clauses 12 (data protection) and 13 (security and incidents).

S4.1.3 An Authorised Admin accepts this Schedule 4 by accepting these Terms through the Service. A Hub is on the Free plan only while it has accepted the current version of these Terms. HubMan records the version accepted, the user who accepted it and the time, as clause 23.5 describes.

S4.1.4 This Schedule 4 stops applying when the Hub moves to a paid Plan, as S4.10 describes.

S4.2 Definitions used in this Schedule

S4.2.1 In this Schedule 4:

(a) Free Caps means the limits that apply to the Free plan, as published on the Pricing Page from time to time.

(b) Attribution means the "Powered by HubMan" notice described in S4.4.

(c) Operators means the Hub's Authorised Admins (its Owners and Admins). It does not include Members, and does not include Staff who are not Owners or Admins.

(d) Aggregated Data means data that HubMan derives from the use of the Service by many hubs, which has been combined and de-identified to the standard in S4.6.3, so that it is not personal data and does not identify any individual.

S4.3 Free Caps and fees

S4.3.1 The Free plan is subject to the Free Caps as published on the Pricing Page. The Free Caps may cover, for example, the number of active members, Staff seats, locations, bookable facilities and upcoming events, and the features available. The Pricing Page is the authoritative statement of the current Free Caps.

S4.3.2 Reaching a Free Cap does not remove existing Members, Staff, records or content. It prevents the Hub from adding new ones above the cap until it upgrades or reduces usage.

S4.3.3 If the Hub moves to Free from a paid Plan or trial and already exceeds a Free Cap, its existing data is kept, and the cap applies only to new additions.

S4.3.4 There is no subscription fee on the Free plan. The Platform Fee on Member Payments applies at the Free plan rate as published on the Pricing Page. Paid add-ons and features not listed for Free on the Pricing Page are not available on Free.

S4.3.5 The Hub must not create or operate multiple Accounts to get around the Free Caps.

S4.4 "Powered by HubMan" attribution

S4.4.1 While on the Free plan, the Service displays a "Powered by HubMan" Attribution on:

(a) the Hub's public pages served by the Service; and

(b) emails sent to Members through the Service.

S4.4.2 The Attribution cannot be removed, hidden, obscured, resized to be illegible, or altered, whether through the Service's settings, custom code, styling or any other means. The Hub must not ask its Members or third parties to do so on its behalf.

S4.4.3 HubMan commits that the Attribution will:

(a) consist only of the HubMan name or logo and a link to a HubMan web page;

(b) not contain advertising, offers or promotional messages aimed at Members; and

(c) not include tracking pixels, Member-specific link parameters or any other means of identifying or tracking individual Members for HubMan's own purposes.

HubMan may count clicks on the Attribution link in aggregate, without identifying the individual.

S4.4.4 If the Attribution is removed or altered in breach of S4.4.2, HubMan may restore it and, if the breach continues after notice, pause the Hub's public pages until it is resolved.

S4.5 Marketing contact to Operators

S4.5.1 HubMan may contact Operators, using the business contact details held on the Account, with information about HubMan. This may include product updates, tips for using the Service, surveys, event invitations and offers to upgrade.

S4.5.2 HubMan relies on its customer relationship with the Hub, or on the Operator's consent where the law requires consent, for this contact. HubMan processes Operators' personal data for this purpose as an independent Controller, under its Privacy Notice at https://hubman.app/legal/terms.

S4.5.3 How to opt out. Any Operator may opt out of marketing messages at any time, free of charge, by:

(a) using the unsubscribe link included in every marketing message;

(b) changing the communication preferences in their account settings; or

(c) emailing hello@hubman.app.

HubMan will act on an opt-out within 10 business days. Opting out does not affect the Hub's use of the Service or its Plan.

S4.5.4 Opting out does not stop service messages that HubMan must send to operate the Account. These include messages about billing, security, Security Incidents, Free Cap limits, changes to these Terms, and the end of the Free plan.

S4.5.5 This S4.5 applies only to Operators. It does not permit any marketing to Members (see S4.7).

S4.6 Aggregated and de-identified usage data

S4.6.1 What it is. Aggregated Data consists of statistics about how the Service is used across many hubs. Examples are the numbers of bookings, check-ins, events and attendees; occupancy and utilisation rates; feature adoption; and performance measures. It does not consist of the contents of any Member's record.

S4.6.2 Authorisation. The Hub instructs and authorises HubMan, as part of the Hub's instructions under clause 12.2, to derive Aggregated Data from Hub Data while the Hub is on the Free plan. The Hub may use Aggregated Data that HubMan makes available as benchmarks in the Service.

S4.6.3 Standards HubMan will meet. HubMan will:

(a) not treat it as personal data. HubMan will aggregate and de-identify the data so that no individual can be identified, directly or indirectly, by any means reasonably likely to be used. Data that could still identify an individual is not Aggregated Data, and it remains Member Data protected by clause 12;

(b) exclude sensitive and content data. HubMan will not derive Aggregated Data from identity verification data, payment card data, message or support content, uploaded files, or free-text fields;

(c) not re-identify. HubMan will not attempt to re-identify any individual or Hub from Aggregated Data, and will contractually prohibit anyone it shares Aggregated Data with from doing so;

(d) aggregate across a minimum group. Aggregated Data that HubMan shares outside HubMan, or shows to other hubs, will combine data from at least 5 hubs. It will not identify the Hub by name, or in a way that reveals the Hub's identity, without the Hub's prior written consent; and

(e) never sell it. HubMan will not sell, rent or license Aggregated Data, or the Hub Data it is derived from, or otherwise provide either in exchange for money or other valuable consideration.

S4.6.4 Permitted uses. HubMan may use Aggregated Data to operate, improve and plan the Service, and to provide benchmarks to hubs within the Service. It may also publish general, non-commercial insights about the hub and coworking sector, such as reports or articles, provided S4.6.3 is met.

S4.6.5 After this Schedule stops applying. HubMan may keep and continue to use Aggregated Data created before this Schedule 4 stopped applying, subject to S4.6.3. It will not derive new Aggregated Data from the Hub's data under this Schedule 4 after it stops applying.

S4.7 No use of Members' personal data for HubMan's marketing

S4.7.1 HubMan will not use Member Data to market HubMan's own products or services, or anyone else's, to Members. This includes sending them marketing messages, advertising to them, building marketing profiles of them, or sharing their details with others for marketing.

S4.7.2 This applies unless a Member has given HubMan their own consent directly. The Hub cannot give that consent on a Member's behalf, and nothing in the Hub's acceptance of these Terms is a Member's consent.

S4.7.3 The Attribution under S4.4 is not marketing to Members for the purpose of this S4.7, because it is limited as described in S4.4.3.

S4.7.4 If a Member separately creates their own relationship with HubMan (for example, by opening an Account for a hub they operate), HubMan may deal with them in that separate capacity under its Privacy Notice. HubMan will not use Member Data to identify or approach them for that purpose.

S4.7.5 This S4.7 continues to bind HubMan after this Schedule 4 stops applying, for all Member Data processed while the Hub was on the Free plan.

S4.8 No uptime commitment and support on Free

S4.8.1 The Free plan has no uptime, availability, performance or response-time commitment of any kind. Clause 17.1 describes HubMan's general intention to use reasonable efforts. For the Free plan, that is a statement of intention and not a contractual obligation.

S4.8.2 Support on the Free plan is limited to self-service resources and any channels the Pricing Page lists for Free.

S4.8.3 HubMan's obligations on data protection, security and Security Incident notification under clauses 12 and 13 apply in full on the Free plan. So do the export right in clause 10.5 and the confidentiality obligations in clause 16.

S4.8.4 The liability cap for the Free plan is in clause 19.4(b).

S4.9 Changes to, and ending of, the Free plan

S4.9.1 Changes. HubMan may change the Free Caps, the features available on Free, the Free Platform Fee rate or this Schedule 4. It will give Operators at least 30 days' notice before a change that is less favourable to the Hub takes effect. A material change to this Schedule 4 will be issued as a new version of these Terms. The Hub must accept it to continue on the Free plan, as clause 23.3 describes.

S4.9.2 Ending Free. HubMan may stop offering the Free plan to all Hubs, or to a category of Hubs, on at least 60 days' notice to Operators.

S4.9.3 Ending Free for one Hub. HubMan may end the Free plan for an individual Hub:

(a) on 30 days' notice, if the Hub breaches S4.3.5 or S4.4.2 and does not remedy the breach within that period; or

(b) immediately, for a serious breach of clause 11.

S4.9.4 What happens when Free ends. When the Free plan ends for the Hub, other than by upgrade, the Hub may choose a paid Plan. If it does not, the Account becomes Lapsed under clause 10. Hub Data is not deleted because Free has ended, and the Hub keeps its export right.

S4.10 Upgrading ends this Schedule

S4.10.1 This Schedule 4 stops applying when a paid Plan starts for the Hub. From that moment:

(a) the Free Caps no longer apply, and the caps of the paid Plan apply;

(b) the Attribution is removed where the paid Plan does not require it;

(c) marketing contact to Operators continues only as HubMan's Privacy Notice and the law allow, and any opt-out already given continues to be honoured; and

(d) HubMan stops deriving new Aggregated Data under S4.6, as S4.6.5 describes.

S4.10.2 If the Hub later returns to the Free plan, this Schedule 4 applies again, in the version of these Terms current at that time, which the Hub must have accepted.

S4.10.3 S4.6.3, S4.6.5, S4.7 and this S4.10 survive after this Schedule 4 stops applying, including after termination of these Terms.