Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Verifow Technologies ("Verifow," "we," "us," or "our") governing your access to and use of the Verifow website, applications, APIs, and other services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

1. Definitions

Throughout these Terms, the following definitions apply:

• "Account" means the registered account you create to access the Services.
• "Customer Data" means any data, information, or material submitted by you or on your behalf to the Services, including personal data of your end customers.
• "Platform" means the Verifow AML compliance, KYC verification, and sanctions screening software and infrastructure.
• "Subscription" means the commercial arrangement under which we provide you access to the Services.
• "User" means any individual authorized by you to access and use the Services under your Account.

2. Eligibility and Account Registration

To use our Services, you must be at least 18 years old and capable of forming a binding contract. You represent and warrant that:

• You are a legally recognized financial institution, fintech, lender, or other regulated entity, or an authorized representative thereof
• All registration information you submit is accurate, current, and complete
• You will maintain the accuracy of such information and promptly update it as necessary
• You have the authority to bind your organization to these Terms

We reserve the right to suspend or terminate your Account if any information provided is found to be inaccurate, false, or misleading.

3. Subscription and Payment

3.1 Fees

Access to certain features of the Services requires payment of fees as specified in your Order Form or subscription plan. All fees are quoted in Nigerian Naira (NGN) unless otherwise stated and are exclusive of applicable taxes.

3.2 Billing and Payment Terms

• Fees are billed in advance on a monthly or annual basis, depending on your selected plan
• Payment is due within 14 days of the invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• We reserve the right to suspend Services for overdue accounts after providing 7 days' written notice

3.3 Cancellation and Refunds

You may cancel your Subscription at any time. Cancellations take effect at the end of the current billing period. No refunds will be provided for partial months or unused features.

4. Use of Services

4.1 Permitted Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal compliance, risk management, and regulatory reporting purposes.

4.2 Prohibited Use

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation, including AML/CFT laws
• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Platform
• Access or use the Services to build a competitive product or service
• Interfere with or disrupt the integrity or performance of the Services
• Circumvent any access or usage restrictions
• Use the Services to process data on behalf of third parties without our prior written consent
• Submit false, fraudulent, or misleading information to the Platform

5. Customer Data and Privacy

5.1 Data Ownership

You retain all rights, title, and interest in and to your Customer Data. We do not claim ownership of your Customer Data.

5.2 Data Processing

You grant us a limited license to access, process, and store Customer Data solely to provide, maintain, and improve the Services. We will handle Customer Data in accordance with our Privacy Policy and any applicable Data Processing Agreement.

5.3 Your Responsibilities

You are solely responsible for:

• The accuracy, quality, and legality of Customer Data
• Obtaining all necessary consents and authorizations to submit Customer Data to the Services
• Ensuring your use of the Services complies with all applicable data protection laws, including the Nigeria Data Protection Act 2023
• Maintaining backup copies of your Customer Data

6. Intellectual Property

All intellectual property rights in and to the Services, including the Platform, software, algorithms, databases, documentation, and trademarks, are owned by or licensed to Verifow. Nothing in these Terms grants you any right, title, or interest in our intellectual property except for the limited license expressly set forth herein.

7. Confidentiality

Each party agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the other party ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; or (c) is required to be disclosed by law or regulatory authority.

8. Service Level and Support

We use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance and circumstances beyond our reasonable control. Support is provided via email and WhatsApp during business hours (9:00 AM - 6:00 PM WAT, Monday - Friday).

9. Term and Termination

9.1 Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with this section.

9.2 Termination for Convenience

Either party may terminate these Terms by providing 30 days' written notice to the other party.

9.3 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within 14 days; (b) becomes insolvent or files for bankruptcy; or (c) engages in fraudulent or illegal activity.

9.4 Effect of Termination

Upon termination, your right to access the Services ceases immediately. We will retain Customer Data in accordance with our data retention policies and applicable legal requirements. You may request export of your data within 30 days of termination.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that: (a) the Services will materially conform to the documentation provided; (b) we will perform services in a professional and workmanlike manner; and (c) the Services will not contain malicious code.

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE DO NOT GUARANTEE THAT SANCTIONS SCREENING OR COMPLIANCE CHECKS WILL IDENTIFY ALL RISKS OR SUSPICIOUS ACTIVITIES. YOU ACKNOWLEDGE THAT COMPLIANCE IS A SHARED RESPONSIBILITY AND THAT OUR SERVICES ARE TOOLS TO ASSIST, NOT REPLACE, YOUR COMPLIANCE PROGRAM.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VERIFOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO VERIFOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. Indemnification

You agree to indemnify, defend, and hold harmless Verifow and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) your use of the Services; (b) your Customer Data; (c) your violation of these Terms; or (d) your violation of any third-party right, including intellectual property or privacy rights.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiations between the parties. If unresolved within 30 days, the dispute shall be finally settled by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria, 2004).

14. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such changes constitutes acceptance of the revised Terms.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and Verifow.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision shall be effective unless in writing and signed by the waiving party.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: All notices shall be in writing and delivered to the addresses specified by the parties.

17. Contact Information

If you have any questions about these Terms, please contact us:

• Email: legal@verifow.com
• Address: Lagos, Nigeria
• Phone: +234 814 410 4926