Terms and
Conditions

Novotech Works – PILC Terms and Conditions

1. Overview

These Terms and Conditions (these "Terms") govern the use of the PILC web-based purchase flow platform made available by Novotech Works Ltd. ("Novotech Works") for the purchase, provisioning, renewal, and management of Asana Inc. ("Asana") software subscriptions and related services (the "Services"). PILC is designed to enable eligible business customers across Africa to purchase Asana licenses in approved local currencies through Novotech Works, acting as a certified Asana solutions partner, reseller, and account manager.

By placing an order through PILC, making payment, submitting a customer acknowledgment form in the form prescribed by Novotech Works or Asana (the "Customer Acknowledgment Form"), accessing the Services, or permitting any user to use the licensed software, the customer agrees to be bound by these Terms.

2. Parties and Contract Structure

2.1 Contracting parties

These Terms are between Novotech Works and the business entity purchasing the subscription through PILC ("Customer").

2.2 Reseller structure

Customer acknowledges and agrees that:

(a) Novotech Works is not Asana and is acting as the reseller and customer account manager for subscriptions purchased through PILC;
(b) its purchase is an indirect sale fulfilled through Novotech Works as channel partner/reseller;
(c) Novotech Works is responsible for customer-facing ordering, payment collection in local currency, first-line account management, activation coordination, renewal administration, and approved support coordination;
(d) Asana remains the owner, operator, and licensor of the Asana platform; and
(e) its access to and use of the Services are also subject to Asana's applicable subscriber terms, service-specific terms, acceptable use rules, product policies, and any other terms designated by Asana from time to time.

2.3 Order hierarchy

Unless mandatory law requires otherwise, the following order of precedence applies in the event of inconsistency:

Document	Order of Precedence
Any signed order form, quotation, or invoice issued by Novotech Works for the relevant subscription	1
These Terms and Conditions	2
Customer Acknowledgment Form	3
Any applicable Novotech Works policy expressly incorporated by reference	4
Asana's applicable subscriber and service terms, to the extent governing the software itself	5

For matters relating specifically to the licensing, availability, or use of the Asana platform, Asana's terms will apply, and nothing in these Terms authorizes Novotech Works to vary or override Asana's rights or product terms.

3. Eligibility and Business Use

3.1 Business customers only

PILC is intended for business, professional, institutional, nonprofit, and public-sector customers. Customer represents that:

(a) it is acquiring the subscription for a legitimate organizational purpose;
(b) the person accepting these Terms has authority to bind the Customer; and
(c) all information submitted in connection with the order is complete, accurate, and current.

3.2 Territory

PILC may be made available in selected African countries only. Novotech Works may:

(a) accept or decline orders based on territory, sanctions, compliance, payment, operational feasibility, or supplier constraints;
(b) specify supported jurisdictions, payment methods, and currencies from time to time; and
(c) impose additional onboarding or verification requirements for certain countries, sectors, or transaction profiles.

4. Subscription Ordering Process

4.1 Order submission

An order is deemed submitted when the Customer:

(a) completes the PILC checkout flow;
(b) provides requested organizational and billing information;
(c) makes payment or otherwise accepts an approved payment arrangement; and
(d) receives an order confirmation or equivalent acknowledgment from Novotech Works.

4.2 Order acceptance

Submission of an order does not mean the order has been accepted for fulfillment. Novotech Works may decline, suspend, or hold any order where:

(a) the Customer Acknowledgment Form is incomplete, unsigned, or inconsistent with the order;
(b) payment is unsuccessful, reversed, disputed, flagged, or reasonably suspected to be unauthorized or fraudulent;
(c) the requested subscription is unavailable, restricted, or inconsistent with Asana partner requirements;
(d) the transaction would violate applicable law, sanctions, payment network rules, or internal risk controls; or
(e) Novotech Works reasonably requires additional verification, business registration, tax, or compliance information.

4.3 No promise on behalf of Asana

The Customer acknowledges that Novotech Works is not authorized to make independent promises or commitments on Asana's behalf, except where expressly confirmed in writing within the scope of its reseller role.

5. Customer Acknowledgment Form Requirement

5.1 Mandatory prerequisite

For any order requiring downstream provisioning through Asana, the Customer must complete, sign, and return the applicable Customer Acknowledgment Form or any successor form reasonably required by Novotech Works or Asana, within 6 to 12 hours of receipt.

5.2 Effect of the form

The Customer Acknowledgment Form confirms, among other things, that:

(a) the subscription is being purchased through Novotech Works as channel partner/reseller;
(b) Novotech Works may act as the Customer's account manager for the subscription;
(c) certain account information may be shared with Novotech Works for service administration;
(d) the Customer remains subject to the applicable Asana subscriber terms; and
(e) payment and refund mechanics between the Customer and Novotech Works are governed by the Customer's commercial arrangement with Novotech Works.

5.3 Activation clock starts only on receipt of signed form

Any stated activation timeline, including any indication that licenses will be activated within 48 to 72 hours, begins only when all of the following have occurred:

(a) cleared payment has been received in full;
(b) the Customer Acknowledgment Form has been properly completed, signed, and returned;
(c) all required onboarding information has been submitted; and
(d) no fraud, compliance, payment, technical, or supplier hold remains outstanding.

For clarity, the activation timeline does not begin at point of payment.

5.4 Failure to return signed form

If the signed Customer Acknowledgment Form is not returned within the period stated in the order confirmation or request email, Novotech Works may take any of the following actions:

Scenario	Novotech Works Action
Form not returned within the requested window	Place the order on hold and suspend activation
Form incomplete or inconsistent	Request correction and keep the order pending
Form not returned after reminder(s)	Escalate internally for manual review
Form not returned within 14 calendar days after payment, unless otherwise agreed in writing	Cancel the order, defer fulfillment, or apply account credit subject to Section 10
Regulatory, fraud, or supplier concerns arise while form is pending	Suspend processing until resolved

5.5 Customer responsibility

The Customer is solely responsible for ensuring that all signatories, procurement approvers, and internal stakeholders complete the Customer Acknowledgment Form promptly. Novotech Works is not liable for delay caused by the Customer's failure to return required documentation.

6. Provisioning and Activation

6.1 Activation target

Subject to Section 5 and these Terms, Novotech Works will use commercially reasonable efforts to coordinate activation within 48 to 72 hours after all prerequisites are satisfied.

6.2 Dependencies and contingencies

Activation may be delayed by factors outside Novotech Works' reasonable control, including:

(a) incomplete or inaccurate Customer data;
(b) Customer delay in returning required forms or approvals;
(c) payment verification, anti-fraud review, or card/network delays;
(d) temporary platform, reseller, or supplier outages;
(e) Asana-side processing, partner workflow, or account review requirements;
(f) public holidays, banking delays, or cross-border settlement delays; and
(g) legal, compliance, sanctions, or data transfer restrictions.

6.3 No activation before prerequisites

Novotech Works has no obligation to provision of licenses before:

(a) cleared funds are received;
(b) onboarding documentation is complete;
(c) the Customer Acknowledgment Form is fully executed where required; and
(d) the order is accepted for fulfillment.

6.4 Customer cooperation

The Customer must provide, on request:

(a) correct domain and workspace details;
(b) user counts, plan details, and subscription term preferences;
(c) billing contacts and admin contacts;
(d) tax, registration, or compliance information reasonably required; and
(e) any information needed to process the order with Asana.

7. Asana Terms and Upstream Supplier Terms

7.1 Separate software terms

The Customer acknowledges that access to and use of Asana are governed by Asana's own terms, policies, and product rules, as updated by Asana from time to time.

7.2 Incorporation by reference

By purchasing through PILC, the Customer agrees that:

(a) the subscription is subject to the applicable Asana terms;
(b) any references in Asana's reseller-related documentation to order forms or channel partner ordering mechanics may be implemented through Novotech Works' reseller workflow;
(c) refund rights, suspension rights, and service restrictions under Asana's terms may affect the Customer's subscription; and
(d) Asana may suspend or terminate access to the software if Novotech Works does not receive corresponding upstream fulfillment or if the Customer's use violates applicable Asana terms.

7.3 No modification of Asana rights

Nothing in these Terms:

(a) expands the Customer's rights against Asana;
(b) creates a direct contractual support obligation by Asana to the Customer beyond Asana's own terms;
(c) limits Asana's platform governance rights; or
(d) authorizes the Customer to rely on any statement by Novotech Works that contradicts Asana's applicable terms.

7.4 Migration to direct relationship

If the Customer's reseller relationship with Novotech Works ends during a subscription term, any transition to a direct relationship with Asana will be subject to Asana's applicable requirements and timelines. Novotech Works does not guarantee a direct migration path unless confirmed in writing by Asana or otherwise supported under applicable upstream documentation.

8. Pricing, Currency, Taxes, and Foreign Exchange

8.1 Local currency pricing

PILC may display and accept payment in approved local currencies. Local currency pricing is offered for convenience and may reflect:

(a) underlying USD-denominated software costs;
(b) taxes, duties, levies, and regulatory charges;
(c) payment processing charges;
(d) Foreign Exchange ("FX") risk allocation;
(e) partner support and administration costs; and
(f) applicable reseller margin.

8.2 Price validity

Unless otherwise stated in writing:

(a) quotes are valid only for the period specified in the quotation, invoice, or checkout page;
(b) prices may change before order acceptance;
(c) renewal pricing may differ from the initial term; and
(d) Novotech Works may reprice at renewal to reflect changes in vendor pricing, exchange rates, inflation, taxes, banking charges, or regulatory costs.

8.3 FX and conversion risk

Because the underlying software cost may be denominated in USD or another base currency, the Customer acknowledges that:

(a) local currency pricing may include a conversion buffer or risk allocation component;
(b) exchange rates may fluctuate between quotation, payment, procurement, renewal, and refund events;
(c) any refund, credit, or adjustment may be calculated using the local currency amount actually received, less non-recoverable costs, charges, FX losses, or upstream deductions; and
(d) Novotech Works is not responsible for losses caused by exchange-rate changes, banking spreads, card network conversion, intermediary bank charges, or payment processor deductions.

8.4 Taxes

Unless expressly stated otherwise:

(a) prices may be exclusive of applicable VAT, withholding tax, digital service tax, sales tax, or similar taxes;
(b) the Customer is responsible for taxes imposed on its purchase, use, or importation of the subscription, except taxes imposed on Novotech Works' net income; and
(c) where withholding is required by law, the Customer must provide valid evidence of deduction and gross up only where required by applicable law or expressly agreed in writing.

9. Payment Terms

9.1 Payment due

Unless otherwise agreed in writing, payment is due upfront and in full before activation.

9.2 Approved payment methods

Novotech Works may accept payment through supported channels, including cards, transfers, and other electronic methods made available through the PILC flow or related invoicing process.

9.3 Payment processor

Payments may be processed by Flutterwave Technology Solutions Limited ("Flutterwave") or another designated payment service provider. By making payment, the Customer authorizes Novotech Works and its payment processor to:

(a) process the transaction;
(b) conduct anti-fraud, sanctions, and transaction-risk checks;
(c) verify payer identity and payment source where appropriate;
(d) reverse, reject, or hold suspicious transactions;
(e) communicate necessary payment status information to Novotech Works; and
(f) comply with payment scheme rules, banking rules, and applicable law.

9.4 Cleared funds

A payment is treated as received only when it has been successfully processed and cleared into the relevant Novotech Works receiving channel, without reversal, dispute, hold, or suspected fraud.

9.5 Failed, reversed, or disputed payments

Novotech Works may suspend order processing, activation, renewal, support action, or account administration if a payment is:

(a) reversed;
(b) charged back;
(c) disputed;
(d) recalled;
(e) returned unpaid;
(f) flagged for fraud or compliance review; or
(g) otherwise not finally settled.

9.6 Set-off and deduction

To the extent permitted by law, Novotech Works may set off amounts owed by the Customer against any refund, credit, or amount otherwise payable to the Customer, including amounts related to:

(a) chargebacks;
(b) payment reversals;
(c) processor fees;
(d) taxes;
(e) supplier losses;
(f) unpaid invoices; and
(g) costs caused by Customer breach.

10. Refunds, Cancellations, and Chargebacks

10.1 General principle

Because subscriptions are typically procured from an upstream software provider and may be provisioned quickly after order completion, all sales are generally final once the order has been fulfilled or submitted upstream for provisioning, except where:

(a) mandatory law requires otherwise;
(b) Asana's applicable terms entitle the Customer to a refund and the relevant upstream refund is granted; or
(c) Novotech Works expressly agrees in writing to a refund or credit.

10.2 Before upstream submission

If the Customer requests cancellation before Novotech Works has submitted or committed the order for upstream fulfillment, Novotech Works may, at its discretion:

(a) cancel the order and refund the amount received, less non-recoverable payment processing, banking, compliance, and FX costs; or
(b) issue an account credit.

10.3 After upstream submission or activation

After the order has been submitted for fulfillment, provisioned, activated, renewed, or made available for use, the Customer is generally not entitled to cancellation or refund, except to the extent Novotech Works receives a corresponding upstream refund or agrees otherwise in writing.

10.4 Failure to return Customer Acknowledgment Form

If payment is received but the Customer does not return the required signed Customer Acknowledgment Form within the period specified by Novotech Works:

(a) Novotech Works may keep the order on hold for a reasonable time;
(b) Novotech Works may cancel the order after the hold period;
(c) any refund may be reduced by administrative costs, payment processor charges, FX losses, and other non-recoverable costs; and
(d) Novotech Works may elect to provide store credit instead of cash refund where commercially reasonable and lawful.

10.5 Chargebacks prohibited for valid transactions

The Customer must not initiate a chargeback, payment reversal, or payment dispute for a validly authorized business purchase without first following Novotech Works' complaints process.

If the Customer initiates a chargeback or reversal, Novotech Works may:

(a) suspend activation or access administration;
(b) recover all chargeback-related losses, fees, penalties, and costs;
(c) require alternative payment before continuing service;
(d) deny future orders; and
(e) pursue collection or legal remedies.

10.6 Refund timing

Any approved refund will be processed within a commercially reasonable time after internal approval and receipt of any required upstream or processor confirmation. Timing may depend on banking systems, payment processor cycles, and card network timelines.

11. Subscription Term, Renewal, and Non-Renewal

11.1 Initial term

The initial subscription term is the term specified in the applicable order, quotation, invoice, or renewal notice.

11.2 Renewal model

Unless otherwise stated in writing, subscriptions may renew on an annual or other stated periodic basis. Renewal may be managed through Novotech Works as reseller.

11.3 Renewal notices

Novotech Works may send one or more renewal reminders prior to expiry using the billing or admin contacts on file. The Customer is responsible for keeping contact details current.

11.4 Pricing at renewal

Renewal pricing may change based on:

(a) vendor pricing changes;
(b) FX movements;
(c) taxes and regulatory charges;
(d) plan changes, seat count changes, or support scope changes; and
(e) changes to local market conditions.

11.5 Auto-renewal or manual renewal

The order documentation or checkout flow will state whether renewal is:

(a) automatic, unless canceled before the stated deadline; or
(b) manual, requiring fresh approval and payment.

If auto-renewal applies, the Customer authorizes Novotech Works to invoice or process renewal payment using the agreed method, subject to applicable law and any required notices.

11.6 Non-renewal

If the Customer does not renew, or payment for renewal fails:

(a) Novotech Works may decline to process renewal;
(b) Asana access or subscription features may expire, downgrade, suspend, or terminate at the end of the then-current term;
(c) data retention, export, or deletion may be governed by Asana's applicable product rules; and
(d) Novotech Works has no liability for loss resulting from non-renewal where notice was provided or payment was not received.

12. Customer Responsibilities

The Customer must:

(a) provide complete and accurate information at all times;
(b) maintain internal authority for the purchase and all user access;
(c) ensure all users comply with these Terms and Asana's applicable terms;
(d) keep login credentials, admin permissions, and account access secure;
(e) promptly review provisioning details and notify Novotech Works of errors;
(f) cooperate with reasonable onboarding, security, billing, and compliance requests; and
(g) use the software only for lawful business purposes.

The Customer is responsible for all acts and omissions of its employees, contractors, administrators, and end users acting through its account or domain.

13. Acceptable and Prohibited Use

The Customer must not use PILC, the subscription, or related services:

(a) for any unlawful, fraudulent, deceptive, or misleading purpose;
(b) in connection with prohibited or restricted business activities;
(c) to violate sanctions, export controls, anti-money laundering laws, anti-bribery laws, or payment network rules;
(d) to infringe intellectual property rights;
(e) to transmit malicious code, conduct security attacks, or interfere with platform operation;
(f) to submit false, manipulated, or unauthorized transactions;
(g) to resell or sublicense access except as expressly permitted in writing; or
(h) in any way that would put Novotech Works, Asana, Flutterwave, banking partners, or payment schemes in breach of law or contractual obligations.

Novotech Works may refuse or terminate transactions associated with activities that are deceptive, illegal, high-risk, reputation-damaging, or otherwise prohibited by applicable law, partner rules, or payment scheme requirements.

14. Communications

14.1 Transactional communications

The Customer agrees that Novotech Works may send transactional and service-related communications, including:

(a) order confirmations;
(b) payment receipts;
(c) Customer Acknowledgment Form requests and reminders;
(d) activation notices;
(e) renewal reminders;
(f) billing notices;
(g) support or account-management messages; and
(h) compliance or security notifications.

These communications are necessary for contract performance and are not marketing communications.

14.2 Marketing communications

Where required by applicable law, Novotech Works will obtain the Customer's or contact's consent before sending marketing communications. The Customer may opt out of marketing messages at any time using the unsubscribe method provided or by contacting Novotech Works.

14.3 Contact responsibility

The Customer must ensure that its billing and admin contacts can receive operational emails from Novotech Works. Novotech Works is not liable for missed notices caused by spam filtering, outdated contact information, or internal routing failure.

15. Support and Account Management

15.1 Role of Novotech Works

Novotech Works will act as the Customer's primary reseller contact for subscription administration purchased through PILC, including reasonable coordination on provisioning, billing, and first-line account support.

15.2 Scope limitations

Novotech Works does not guarantee resolution of issues that depend on:

(a) Asana product architecture;
(b) Asana platform outages or maintenance;
(c) Asana's internal policy decisions;
(d) payment processor downtime;
(e) telecom or internet failures;
(f) third-party integrations; or
(g) Customer-side configuration or security failures.

15.3 Response expectations

Novotech Works will use commercially reasonable efforts to respond to customer inquiries within a reasonable business timeframe, but response and resolution times are not guaranteed unless separately agreed in writing in a support plan or service schedule.

16. Data, Privacy, and Security

16.1 Privacy and security commitment

Novotech Works will process personal data and business contact data in connection with PILC in accordance with its applicable Privacy Policy, these Terms, and applicable law.

16.2 Customer assurance

The Customer represents that it has all necessary rights, notices, and legal bases to provide personal data to Novotech Works, Flutterwave, Asana, and other authorized service providers involved in payment, activation, support, compliance, and renewal administration.

16.3 Security responsibilities

Each party is responsible for security within its own systems, devices, users, and credentials. Novotech Works will implement reasonable administrative, technical, and organizational measures appropriate to the nature of the data it processes but cannot guarantee absolute security.

16.4 Third-party processors

The Customer acknowledges that Novotech Works may use third-party processors and service providers, including:

(a) payment processors such as Flutterwave;
(b) cloud hosting, CRM, support, analytics, and communications vendors;
(c) professional advisers; and
(d) upstream licensors and service providers such as Asana.

16.5 Cross-border processing

Because Novotech Works serves multiple African markets and Asana is a US-based platform, data may be processed or accessed across jurisdictions, including outside the Customer's country. The Customer consents to such transfers, subject to applicable law and appropriate safeguards where required.

16.6 Cardholder data

Novotech Works does not seek to store card verification values or unnecessary payment card data and expects all payment handling to comply with applicable payment security standards through approved processors.

17. Intellectual Property

17.1 Novotech Works property

All rights in the PILC flow, website content, documentation, branding, processes, and materials created by or for Novotech Works remain the property of Novotech Works or its licensors.

17.2 Asana property

All rights in the Asana software, platform, marks, documentation, APIs, and product materials remain the property of Asana and its licensors.

17.3 Limited use

The Customer receives only the limited subscription and use rights expressly granted under the applicable order and upstream Asana terms. No ownership rights are transferred.

18. Suspension and Termination

18.1 Suspension rights

Novotech Works may suspend processing, access administration, renewal handling, or support where reasonably necessary due to:

(a) non-payment;
(b) failed or disputed payment;
(c) fraud or security concerns;
(d) breach of these Terms;
(e) breach of Asana's terms;
(f) legal or regulatory requirements;
(g) sanctions concerns;
(h) abusive conduct; or
(i) requests or restrictions imposed by Asana, Flutterwave, banking partners, or competent authorities.

18.2 Termination by Novotech Works

Novotech Works may terminate these Terms or any order immediately on notice if the Customer:

(a) materially breaches these Terms and fails to cure within 10 business days after notice, where curable;
(b) engages in fraud, unlawful conduct, or prohibited use;
(c) becomes insolvent or unable to pay its debts;
(d) causes reputational, regulatory, or scheme risk to Novotech Works or its partners; or
(e) repeatedly initiates unjustified chargebacks, payment reversals, or abusive disputes.

18.3 Termination by Customer

The Customer may stop using PILC at any time, but termination does not entitle the Customer to a refund except as expressly provided in these Terms or required by law. Active subscription terms already purchased remain governed by the applicable order and supplier rules.

18.4 Effect of termination

Upon termination or expiry:

(a) unpaid amounts become immediately due, subject to applicable law;
(b) provisioning, reseller administration, and access management support may cease;
(c) the Customer's right to use the subscription may expire at the end of the relevant subscription term or earlier if lawfully suspended or terminated upstream;
(d) accrued rights, payment obligations, indemnities, confidentiality duties, liability limitations, dispute provisions, and other clauses intended to survive will survive.

19. Warranties and Disclaimers

19.1 Mutual authority

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

19.2 Disclaimer

Except as expressly stated in these Terms or required by non-excludable law:

(a) PILC, ordering services, and reseller services are provided on an "as is" and "as available" basis;
(b) Novotech Works does not warrant uninterrupted or error-free operation;
(c) Novotech Works does not guarantee that Asana or any payment service will always be available, secure, or free from defects; and
(d) all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the maximum extent permitted by law.

20. Limitation of Liability

20.1 Excluded losses

To the maximum extent permitted by law, Novotech Works will not be liable for:

(a) indirect, incidental, special, punitive, or consequential damages;
(b) loss of profit, revenue, business, contracts, goodwill, anticipated savings, or data;
(c) losses caused by third-party platforms, including Asana or payment processors;
(d) delays caused by Customer inaction, incomplete forms, banking delays, FX volatility, sanctions review, regulatory restrictions, or supplier-side issues; or
(e) unauthorized access resulting from Customer credential compromise or internal misuse.

20.2 Liability cap

To the maximum extent permitted by law, Novotech Works' aggregate liability arising out of or in connection with the relevant order or these Terms will not exceed the total amount actually paid by the Customer to Novotech Works for the affected subscription during the 12 months preceding the event giving rise to the claim.

20.3 Exceptions

Nothing in these Terms excludes liability for:

(a) gross negligence;
(b) fraud or fraudulent misrepresentation;
(c) wilful misconduct where liability cannot lawfully be excluded; or
(d) any liability that cannot be excluded under applicable law.

21. Indemnity

The Customer will indemnify, defend, and hold harmless Novotech Works, its affiliates, officers, employees, contractors, and agents from and against any third-party claims, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) the Customer's breach of these Terms;
(b) the Customer's breach of Asana's applicable terms;
(c) false, inaccurate, or misleading information supplied by the Customer;
(d) unlawful, fraudulent, or prohibited use of the subscription;
(e) infringement of third-party rights by the Customer's content, data, or conduct;
(f) payment disputes, chargebacks, or reversals initiated by or attributable to the Customer; or
(g) the Customer's failure to obtain required internal approvals, notices, or legal bases for submitted data.

22. Complaints and Escalation Process

22.1 First-line complaints

If the Customer has a complaint regarding payment, activation, billing, support, or account administration, it must first notify Novotech Works in writing with reasonable details, including:

(a) Customer name and order reference;
(b) date of payment;
(c) issue description;
(d) supporting documents; and
(e) requested resolution.

22.2 Internal review

Novotech Works will review the complaint and may request additional information. The Customer must cooperate in good faith.

22.3 Upstream dependency complaints

Where a complaint depends on Asana, Flutterwave, a bank, or another third party, Novotech Works may escalate the issue to the relevant upstream provider. Novotech Works does not guarantee a particular outcome where the issue is controlled by that third party.

22.4 No self-help chargeback

The Customer must not use chargebacks as a first resort for ordinary commercial disputes.

23. Force Majeure

Novotech Works is not liable for failure or delay caused by events beyond its reasonable control, including:

(a) internet outages;
(b) telecom failures;
(c) cloud or software outages;
(d) supplier or payment processor downtime;
(e) labor disputes;
(f) war, terrorism, civil unrest, or sanctions;
(g) epidemic or pandemic impacts;
(h) power failures;
(i) banking system interruptions; or
(j) government action or regulatory change.

24. Compliance with Law

Each party must comply with all applicable laws relevant to its performance under these Terms, including laws relating to:

(a) anti-bribery and corruption;
(b) sanctions and export controls;
(c) anti-money laundering;
(d) consumer protection where applicable;
(e) data protection and privacy; and
(f) tax and invoicing.

25. Notices

Novotech Works may give notices under these Terms by:

(a) email to the billing or admin contact on file;
(b) dashboard notification;
(c) invoice or renewal notice;
(d) courier or post; or
(e) website posting where appropriate for general policy updates.

Notices from the Customer must be sent to the contact details designated by Novotech Works for legal or commercial notices.

26. Governing Law and Dispute Resolution

26.1 Governing law

These Terms and any non-contractual dispute arising out of or in connection with them are governed by the laws of the Federal Republic of Nigeria.

26.2 Good-faith resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute through escalation and negotiation for at least 30 days after written notice of the dispute.

26.3 Arbitration in Lagos

If the dispute is not resolved through negotiation, it will be finally resolved by arbitration in Lagos, Nigeria, before a single arbitrator, in the English language, in accordance with applicable Nigerian arbitration law in force at the time of the dispute.

26.4 Court relief

Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, payment rights, or preserve the status quo pending arbitration.

27. Changes to These Terms

Novotech Works may update these Terms from time to time to reflect changes in:

(a) law or regulation;
(b) payment processor requirements;
(c) Asana partner requirements;
(d) business processes;
(e) supported territories or currencies; or
(f) security and compliance needs.

Updated Terms will apply to new orders from the effective date of posting. For existing subscriptions, changes will apply at renewal or earlier where required by law, security needs, or upstream supplier requirements.

28. General

28.1 Entire agreement

These Terms, together with the applicable order documents and incorporated policies, constitute the entire agreement between the parties regarding the PILC purchase flow and supersede prior discussions on that subject.

28.2 Assignment

The Customer may not assign or transfer its rights or obligations without Novotech Works' prior written consent. Novotech Works may assign or subcontract performance to affiliates or service providers, provided it remains responsible for its own obligations unless otherwise lawfully transferred.

28.3 Severability

If any provision is held unenforceable, the remainder will remain in effect to the maximum extent permitted by law.

28.4 Waiver

Failure to enforce any provision is not a waiver of future enforcement.

28.5 Relationship

Nothing in these Terms creates a partnership, agency, employment, or fiduciary relationship between the parties. Novotech Works acts as an independent reseller and service provider.

28.6 Survival

Sections that by their nature should survive expiry or termination will survive, including payment, refund, indemnity, confidentiality, liability, dispute resolution, and governing law provisions.

28.7 Contact Information

For order support, billing questions, complaints, or legal notices, the Customer should contact Novotech Works using the contact details published in the PILC flow, quotation, invoice, or official website.

28.8 Customer Acknowledgment

By proceeding with an order through PILC, the Customer confirms that it has:

(a) read and understood these Terms;
(b) agreed that activation timelines begin only after receipt of the required signed Customer Acknowledgment Form and completion of all prerequisites;
(c) accepted that the subscription is purchased through Novotech Works as reseller/account manager;
(d) accepted that use of Asana is also subject to Asana's applicable terms; and
(e) agreed to the pricing, payment, refund, renewal, communications, privacy, liability, and dispute provisions set out above.