Terms of Service

1. Definitions

For the purposes of these Terms and Conditions (“Terms”), the following expressions shall, unless the context otherwise requires, have the meanings assigned to them below:

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  “Platform” means the website, software infrastructure, APIs, dashboards, and related digital interfaces operated by the Company and accessible through its designated domain(s).

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  “Services” means all products, solutions, tools, software, APIs, compliance systems, verification processes, onboarding solutions, identity authentication services, E-invoicing services, data processing functionalities, and any ancillary or related services made available by the Company through the Platform, whether now existing or subsequently introduced.

• •

  “Company”, “we”, “us”, or “our” means the legal entity owning, operating, managing, or providing the Platform(s) and Services under these Terms.

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  “User”, “you”, or “your” means any natural person, corporate body, partnership, institution, government agency, or other legal entity that accesses, browses, registers for, integrates with, or otherwise makes use of the Platform or Services, whether on its own behalf or on behalf of another person or entity.

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  “Applicable Law” means all statutes, enactments, regulations, regulatory guidelines, directives, judicial decisions, and lawful governmental orders in force within the Federal Republic of Nigeria, including but not limited to laws relating to data protection, anti-money laundering, counter-terrorism financing, consumer protection, cybersecurity, and electronic transactions.

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  “Confidential Information” means any non-public information disclosed by one party to the other in connection with the use or provision of the Services, including technical, operational, commercial, financial, customer, or proprietary information, whether disclosed orally, electronically, visually, or in writing.

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  “Content” means any data, text, documents, images, records, identification materials, files, metadata, or other information uploaded, submitted, transmitted, generated, or processed through the Platform by a User.

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  “Third-Party Services” means any external platforms, software, databases, APIs, payment processors, or services owned or controlled by persons other than the Company, which may interoperate with or support the Services.

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  “Account” means the registered profile or access credentials created by a User for the purpose of accessing or utilising the Services.

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  “Business Day” means any day other than a Saturday, Sunday, or public holiday officially declared in the Federal Republic of Nigeria.

2. Qualification

Access to and use of the Platform and Services is restricted to persons who possess the legal capacity to enter into binding contracts under the applicable laws of their jurisdiction. By accessing or using the Platform, you represent, warrant, and undertake that you are at least eighteen (18) years of age or have otherwise attained the age of legal majority in your jurisdiction of residence, possess the full legal right, authority, and capacity to enter into and be bound by these Terms, and that all information submitted by you to the Company is accurate, complete, current, and not misleading. You further warrant that your access to and use of the Services does not violate any applicable law, regulation, contractual obligation, or third-party right.

Where you access or use the Services on behalf of a company, partnership, institution, government agency, or other legal entity, you represent and warrant that such entity is duly incorporated, registered, or otherwise validly existing under the applicable laws of its jurisdiction, that you have obtained all necessary authorisations, approvals, and corporate consents required to act on behalf of such entity, and that you possess full authority to bind the entity to these Terms, in which case all references to “you” or “your” shall be construed to include such entity.

The Company reserves the right, at its sole discretion and without liability, to refuse access to, suspend, restrict, or terminate any Account or User access where it determines that a User does not satisfy the eligibility requirements set out herein or has provided false, inaccurate, deceptive, or misleading information. The Services shall not be available to any person or entity previously suspended, restricted, or removed from the Platform by the Company on account of breach of these Terms, unlawful conduct, security concerns, regulatory non-compliance, or any other reason deemed material by the Company.

3. Amendments

The Company reserves the unrestricted right, at its sole and absolute discretion, to amend, vary, update, replace, or otherwise modify these Terms at any time and without prior consultation with Users. Any such modification shall become effective upon publication on the Platform or upon such later date as may be specified by the Company.

Where the Company determines that a modification materially affects the rights, obligations, or use of the Services by Users, the Company shall use reasonable efforts to provide advance notice of such amendment, which notice may be issued through the Platform, electronic mail, account notifications, or any other communication channel deemed appropriate by the Company. For the avoidance of doubt, the determination of what constitutes a material modification shall rest solely with the Company.

Your continued access to or use of the Platform or Services after the effective date of any amendment or modification shall constitute your full acceptance of the revised Terms and your agreement to remain legally bound thereby.

If you do not agree with any revised or updated Terms, your sole and exclusive remedy shall be to immediately discontinue access to and use of the Platform and Services.

4. User Accounts, Platform Access, Security and Prohibited Activities

Subject to your continued compliance with these Terms, the Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, and personal licence to access and use the Platform and Services strictly for lawful and authorised purposes. Nothing contained in these Terms shall be construed as transferring any ownership rights, intellectual property rights, or proprietary interests in the Platform or Services to you.

You agree that your access to and use of the Platform shall at all times be in accordance with all applicable laws and regulations of the Federal Republic of Nigeria and any other jurisdiction applicable to you. You further undertake not to use the Platform or Services in any manner that may compromise the security, integrity, availability, functionality, or lawful operation of the Services.

Without prejudice to the generality of the foregoing, you shall not use the Platform or Services for any unlawful, fraudulent, deceptive, malicious, or unauthorised purpose, including but not limited to any activity that violates applicable laws, infringes upon the rights of third parties, or exposes the Company or other Users to harm, liability, or reputational damage.

You further agree that you shall not:

1. i.

   Use the Platform in any manner capable of disabling, overburdening, disrupting, damaging, impairing, or interfering with the proper functioning of the Services or any other User’s access thereto;

2. ii.

   Engage in the transmission or distribution of unsolicited promotional materials, spam messages, bulk communications, fraudulent advertisements, or any other form of unauthorised solicitation;

3. iii.

   Impersonate the Company, its employees, agents, affiliates, representatives, or any other individual or entity, or falsely misrepresent your affiliation with any person or organisation;

4. iv.

   Exploit, harass, abuse, threaten, defame, or otherwise harm minors or vulnerable persons through the Platform or Services;

5. v.

   Use any automated device, software, bot, crawler, scraper, spider, script, or similar technological means to access, monitor, extract, copy, or interact with the Platform without the prior written consent of the Company;

6. vi.

   Circumvent, bypass, or interfere with any authentication measures, security features, access controls, or technical restrictions implemented on the Platform;

7. vii.

   Introduce, upload, transmit, or disseminate any viruses, malware, trojan horses, worms, logic bombs, ransomware, or any other malicious or technologically harmful material;

8. viii.

   Attempt to gain unauthorised access to any part of the Platform, servers, databases, systems, APIs, accounts, or networks connected to the Services; or

9. ix.

   Engage in any conduct which, in the opinion of the Company, restricts, inhibits, disrupts, or adversely affects the use and enjoyment of the Services by any other User.

The Company reserves the right, without notice and at its sole discretion, to investigate any suspected breach of this Clause and to suspend, restrict, or terminate your access to the Platform where it reasonably believes that your use of the Services violates these Terms, poses a security risk, or may expose the Company to legal or regulatory liability.

5. Intellectual Property and Proprietary Rights

The Platform, Services, and all associated intellectual property rights therein, including all underlying technology, software, systems, processes, designs, architecture, functionality, and proprietary features, shall remain the exclusive property of the Company. Nothing contained in these Terms shall operate to confer upon you any ownership interest, title, or proprietary right in or to the Platform, Services, or any component thereof, except for the limited right of use expressly granted under these Terms.

All content made available through the Platform, including but not limited to logos, trademarks, service marks, trade names, brand identifiers, text, graphics, user interfaces, images, audiovisual materials, databases, software code, documentation, layouts, compilations, data sets, designs, icons, sound recordings, files, and the arrangement and selection thereof (collectively, the “Company Materials”), are protected under the applicable copyright, trademark, patent, trade secret, and other intellectual property laws of the Federal Republic of Nigeria and applicable international treaties and conventions.

Except as expressly authorised in writing by the Company, you shall not copy, reproduce, modify, adapt, publish, distribute, transmit, display, perform, create derivative works from, reverse engineer, decompile, extract, exploit, licence, sell, or otherwise make unauthorised use of any part of the Platform, Services, or Company Materials.

The Company’s trademarks, logos, service marks, trade dress, brand assets, and other distinctive identifiers may not be used in connection with any product, service, publication, advertisement, or commercial activity without the Company’s prior written consent. Any unauthorised use of the Company’s intellectual property shall constitute a violation of these Terms and may result in civil or criminal liability under applicable law.

All rights not expressly granted to you under these Terms are hereby reserved by the Company and its licensors.

6. External Platforms and Third-Party Integrations

The Platform and Services may contain links, integrations, references, or access points to third-party websites, applications, software, platforms, products, or services that are owned, operated, or controlled by persons or entities independent of HarmonizedX Limited. Such third-party services are provided solely for convenience and informational purposes, and the inclusion of any such link or integration shall not be construed as an endorsement, approval, partnership, or recommendation by the Company.

The Company does not own, manage, supervise, or exercise control over the content, availability, policies, security practices, or operations of any third-party website or service and, accordingly, disclaims all responsibility and liability arising from or relating to your access to or use of such external platforms. You acknowledge and agree that the Company shall not be liable, whether directly or indirectly, for any loss, damage, liability, claim, or expense arising from or connected to your reliance on, interaction with, or use of any content, goods, services, advertisements, or materials made available through any third-party platform or service.

Your engagement with any third-party website or service shall be entirely at your own risk and subject to the applicable terms, conditions, privacy policies, and operational practices of such third parties. The Company strongly advises that you carefully review all applicable contractual terms and privacy notices before accessing or using any external website, platform, or service linked to or integrated with the Platform.

7. Access via Mobile Devices and Wireless Services

The Services may be made available through mobile-enabled functionality, including but not limited to access via mobile browsers. Such mobile-enabled access may permit Users to upload, transmit, receive, or interact with content; browse and navigate the Platform; and utilise selected features of the Services through mobile interfaces (collectively referred to as “Mobile Services”).

Where you access or use the Services through a mobile device, you acknowledge and agree that such access is dependent on third-party telecommunications infrastructure and service providers. Accordingly, all applicable charges, including but not limited to data consumption fees, messaging charges, network costs, roaming charges, or other tariffs imposed by your mobile network operator or internet service provider, shall be borne solely by you.

The Company makes no representation or warranty as to the availability, uninterrupted operation, or compatibility of the Mobile Services with any particular device, operating system, or telecommunications network, and shall not be liable for any delays, failures, disruptions, or limitations arising from the use of mobile networks or third-party carriers.

8. Permitted Use and User Responsibilities

You undertake that your use of the Platform and Services shall at all times be strictly in accordance with these Terms, all applicable laws and regulations, as well as any generally accepted industry standards, practices, or regulatory guidelines prevailing within the relevant jurisdiction. You further agree that you shall not engage in any conduct, act, or omission that may reasonably be construed as interfering with, disrupting, impairing, or compromising the integrity, availability, or security of the Platform, the Services, or any related systems, servers, or networks.

You acknowledge that you bear sole and exclusive responsibility for your acts and omissions in connection with your use of the Services, and for any breach of these Terms arising therefrom. To the fullest extent permitted by law, HarmonizedX Limited shall bear no responsibility or liability to you or any third party for any such breach, and you agree to indemnify and hold the Company harmless against any loss, damage, liability, claim, or expense (including consequential or indirect losses) that may arise directly or indirectly from your violation of these Terms or misuse of the Services.

9. Payments, Billing Models and Charges

Certain aspects of the Services may be made available on different commercial arrangements, including but not limited to prepaid, postpaid, usage-based, or annual payment structures, depending on the specific Service and platform selected by you and as communicated by the Company from time to time. All applicable fees shall be determined in accordance with the pricing schedule, commercial proposal, or tariff structure applicable to the relevant Service, and shall be payable in the manner and within the timelines specified by the Company.

Where Services are provided on a prepaid basis, access or usage shall be subject to prior payment of the required fees, and the Company shall have no obligation to render such Services until valid payment is received. Where Services are provided on a postpaid basis, you agree that all accrued charges shall become due and payable within the period stipulated by the Company, following invoicing or usage confirmation. Where annual or yearly payment arrangements are applicable, such fees shall be payable upfront for the agreed term unless otherwise expressly stated in writing by the Company.

HarmonizedX Limited reserves the right to revise its pricing, payment structure, or billing terms at any time in accordance with these Terms, and any such changes shall apply prospectively. Your continued access to or use of the Services after such updates shall constitute your acceptance of the revised pricing or billing arrangements.

You agree to provide and maintain at all times accurate, complete, and up-to-date billing information, including but not limited to your legal name or registered business name, contact details, billing address, and valid payment instrument information acceptable to the Company. You hereby authorise the Company or its designated payment processors to debit, charge, or otherwise recover all applicable fees, taxes, and charges arising from your use of the Services, and you undertake to ensure that sufficient funds or credit are available to meet such obligations as and when due.

10. Support and Maintenance Services

The Company may, at its sole discretion, provide customer support, technical assistance, updates, or other related services in connection with the Platform and Services; provided however that the Company shall not be under any legal obligation or duty to do so unless expressly agreed in writing.

Where support or maintenance services are made available, such services shall be governed by these Terms and any additional policies, service level agreements, or written arrangements as may be issued or agreed by the Company from time to time. In the event of any inconsistency between such supplementary terms and these Terms, the supplementary terms shall prevail to the extent of the inconsistency.

HarmonizedX Limited reserves the unfettered right, at any time and without prior notice, to modify, suspend, restrict, or discontinue any aspect of its support or maintenance services, including but not limited to the availability of features, system functionalities, databases, integrations, or content, whether on a temporary or permanent basis.

11. Representations and Warranties

You hereby represent, warrant, and undertake that all information provided by you in connection with your access to or use of the Platform and Services is true, accurate, complete, and not misleading, and you shall be responsible for ensuring that such information remains current and updated at all times. You further represent and warrant that your use of the Services shall at all times comply with all applicable laws, regulations, and regulatory directives, and shall not infringe upon the rights of any third party or violate any contractual or legal obligation to which you are subject.

You also represent and warrant that you possess the full legal capacity, power, and authority to enter into and be bound by these Terms, and that your execution and performance of your obligations under these Terms shall not constitute a breach of any other agreement, understanding, or arrangement to which you are a party. By using the Services, you confirm that you are not a minor under the laws of your jurisdiction of residence; where you are a minor, you represent that you have obtained valid parental or legal guardian consent to access and use the Services, where such use is legally permissible.

12. Indemnity

You agree to fully indemnify, defend, and hold harmless HarmonizedX Limited, its affiliates, licensors, directors, officers, employees, agents, contractors, and representatives from and against any and all claims, demands, actions, liabilities, damages, losses, costs, or expenses (including reasonable legal fees and professional charges) arising out of or in connection with your access to or use of the Platform and Services, your breach of these Terms, or your violation of any applicable law or the rights of any third party. This indemnity shall survive the termination or suspension of your use of the Services.

13. Disclaimer of Warranties and Limitation of Liability

You hereby acknowledge and agree that your access to and use of the Platform(s) and Services is entirely at your own risk. The Services are provided strictly on an “as is” and “as available” basis, without any form of warranty, representation, or guarantee, whether express, implied, statutory, or otherwise. To the fullest extent permitted under applicable law, the Company expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted performance.

The Company does not warrant or represent that the Platform(s) or Services will be secure, uninterrupted, timely, or error-free, or that they will be available at any particular time or location. The Company further makes no assurance that any errors, or technical issues will be corrected, or that the Platform will be free from viruses, malware, or other harmful or destructive components. Similarly, no warranty is given that the outcomes, results, or outputs derived from the use of the Services will meet your expectations, requirements, or intended purpose.

To the maximum extent permitted under Nigerian law and any other applicable jurisdiction, HarmonizedX Limited, including its directors, officers, employees, affiliates, agents, contractors, suppliers, and licensors, shall not be liable in contract, tort (including negligence), equity, or under any other legal theory for any indirect, incidental, consequential, special, exemplary, or punitive damages whatsoever. This includes, without limitation, loss of profit, loss of revenue, loss of data, loss of goodwill, business interruption, or any other intangible or consequential loss arising from or connected to your access to, use of, or inability to use the Services.

The foregoing limitation of liability shall apply irrespective of the cause of action and whether or not the Company has been advised of the possibility of such damages, and shall survive the termination or expiration of these Terms.

14. Governing Law and Dispute Resolution

These Terms and any dispute, controversy, claim, or matter arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to any principles relating to conflict of laws that may lead to the application of the laws of any other jurisdiction. No failure or delay by the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver of such right, power, or remedy, nor shall any partial exercise thereof preclude further enforcement thereof.

In the event of any dispute arising between the parties in relation to these Terms, including questions as to their existence, validity, interpretation, performance, breach, or termination, such dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004. The seat and venue of arbitration shall be FCT, Abuja, Nigeria, and the proceedings shall be conducted in the English language. The arbitral decision or award shall be final and binding on the parties, subject only to such rights of challenge or appeal as may be permitted under applicable law.

The parties further agree that any arbitration or dispute resolution proceedings shall be conducted strictly on an individual basis, and not as part of any class, collective, consolidated, or representative action. You hereby waive any right to participate in or institute any form of class or representative proceeding against the Company, and agree that no dispute shall be combined with any other dispute without the prior written consent of all parties involved.

15. Termination and Suspension

HarmonizedX Limited reserves the right, at its sole and absolute discretion, to suspend, restrict, or terminate your access to the Platform and Services, whether temporarily or permanently, with or without prior notice and without incurring any liability to you or any third party. Such action may be taken where the Company reasonably believes that you have breached these Terms, engaged in conduct that is unlawful, fraudulent, abusive, or otherwise prejudicial to the integrity, security, or reputation of the Platform, or where required to do so in compliance with applicable law or regulatory directives.

Upon any termination or suspension, your right to access and use the Platform and Services shall immediately cease, and you shall refrain from any further use thereof, except where expressly permitted by the Company for purposes of compliance, reconciliation, or statutory obligations.

Any provisions of these Terms which, by their nature, are intended to survive termination or expiration shall continue in full force and effect notwithstanding such termination. This shall include, without limitation, provisions relating to intellectual property rights, confidentiality obligations, indemnities, disclaimers of warranties, limitation of liability, and any other provisions which are expressly or by implication intended to survive.

16. General Provisions

These Terms constitute the entire agreement between you and HarmonizedX Limited in respect of your access to and use of the Platform and Services and supersede and replace all prior discussions, understandings, representations, or agreements of any kind, whether oral or written, relating to the subject matter herein. No statement, representation, or assurance not expressly contained in these Terms shall be deemed to form part of the contractual relationship between the parties.

No failure, delay, or omission by the Company in exercising or enforcing any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further or other exercise thereof. In the event that any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed severed to the minimum extent necessary, and the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.

You shall not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may, however, freely assign, transfer, or novate its rights and obligations under these Terms to any third party without restriction, including in connection with a merger, acquisition, corporate restructuring, or sale of assets.

Headings and section titles contained in these Terms are inserted strictly for ease of reference and convenience only, and shall not affect the interpretation, meaning, or legal effect of any provision herein.

17. Contact Information

If you have any questions, concerns, or requests relating to these Terms, you may contact us at the designated support email address: harmonizedx@harmonizedx.com.