Terms of Services

1. Acceptance of Terms
This agreement constitutes a legally binding contract between you (the Customer) and Profitaa Limited (the Service Provider) governing the use of our cloud accounting software. By accessing or using the Service, you agree to be bound by these terms.

2. License and Scope of Services
License Grant: The Service Provider grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Software for your internal business purposes only, for the duration of your subscription.
Restrictions: You may not modify, decompile, or distribute the software or its source code without explicit consent.
Service Description: The Service Provider will provide the software and related support services as described in the service level agreement (SLA) or specific plan details you have selected.

3. User Responsibilities
You are responsible for:
Maintaining the confidentiality of your account credentials.
Ensuring all data uploaded is accurate and lawful.
Complying with all applicable Nigerian laws, including the NDPA 2023, regarding the personal data you process using the software.
Not using the service for any unlawful or prohibited activities.

4. Data Protection and Privacy
Data Ownership: You retain full ownership and control over the data you upload to the software.
Data Processing: The Service Provider acts as a data processor on your behalf (the data controller) and is obligated to comply with the NDPA 2023.
Security Measures: The Service Provider will implement appropriate technical and organizational measures, including encryption, to protect your data from unauthorized access, loss, or breaches.
Cross-Border Data Transfer: Data may be transferred outside Nigeria only if the destination country has an adequate level of data protection or if other specific safeguards required by the NDPA are in place.
Privacy Policy: Our Privacy Policy outlines in detail what data we collect, how we use it, how we keep it secure, and your rights regarding your data.

5. Intellectual Property
The Service Provider retains all intellectual property rights (IPR) in the software, brand name, and logo. You grant the Service Provider a limited license to use your data for the purpose of providing and improving the service, and creating aggregated, anonymized data.

6. Fees and Payments
Pricing: You agree to pay the subscription fees according to the chosen plan and payment schedule.
Late Payments: Failure to make timely payments may result in the suspension or termination of service.
Taxes: All fees are subject to applicable Nigerian taxes, including the 7.5% Value-Added Tax (VAT) on digital services, where applicable.

7. Limitation of Liability and Warranties
“As Is” Disclaimer: The Service Provider offers the software on an “as is” and “as available” basis, without guarantees of uninterrupted service or performance, beyond the specific SLAs offered.
Limitation of Liability: The Service Provider’s total liability for any damages or losses arising from this agreement or the use of the software shall be limited to the total fees paid by the customer in the preceding [e.g., twelve (12)] months. The Service Provider shall not be liable for indirect or consequential losses, such as lost profits or data loss.
Indemnification: You agree to indemnify and hold the Service Provider harmless from any claims arising from your breach of these terms or misuse of the software.

8. Term, Termination, and Renewal
Term: This agreement is effective upon your acceptance and continues until terminated by either party.
Termination: Either party may terminate the agreement for a material breach of the terms if the breach is not remedied within a specified notice period (e.g., 30 days).
Data Export: Upon termination, you will be responsible for exporting your data. The Service Provider may delete your data after a certain period (e.g., 30 days).

9. Governing Law and Dispute Resolution
Governing Law: This agreement is governed by the laws of the Federal Republic of Nigeria.
Dispute Resolution: Any dispute arising from these terms will first be attempted to be resolved through amicable negotiation or mediation. If unresolved, the dispute shall be referred to arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023. The arbitration decision will be final and binding.

10. Changes to Terms
The Service Provider reserves the right to modify these terms at any time. We will notify you of significant changes via email or through the platform. Your continued use of the service after such notice constitutes your acceptance of the modified terms.