Neurms Terms of Use

Introduction

These general terms of service are a legal agreement between you (“You”, “Your”, “Retailer”), and NEÜRMS TRADING (“We,” “Us,” or “Our”), and govern your use of NeüRMS services, including mobile applications and website (collectively the “Services”), whether such Services are provided by NeüRMS or its affiliate. You agree to be bound by these Terms of Use (“Terms” or “Agreement”) by creating an account on our Platform.

Who we are

NeüRMS Trading (“We,” “Us,” or “Our”) is a technology company focused on solving some challenges being faced by business owners in Africa.

We operate an independent platform designed to help Retailers and business owners offer and sell their products and services through several channels including e-commerce stores, social media (whatsapp, facebook and instagram), mobile and physical stores (“Platform” or “Services”).

In addition to offering retail businesses a platform to sync and sell across several channels, business owners can also enjoy instant settlements and reconciliation of accounts, and access insights and analytics to run their businesses.

Privacy

You agree to NeüRMS' Privacy Policy, which explains how we collect, use, and protect personal information you provide to us.

Minimum Age and Representation of the Merchant

Our Platform is only available to persons who are at least 18 years of age. By signing up to this Platform, you represent that you are eligible to use the Platform and be bound by the Terms.

You undertake that you shall not use the Platform for any fraudulent or illegal business activity whether directly or indirectly, and your activities on the Platform will not contravene this Terms or applicable law.

Acceptance of Terms

By signing up for our Services, you accept and agree to be bound and abide by these Terms and our Privacy Notice. If you do not agree to these Terms and or the Privacy Notice, you must not sign up for our Service. Please read these Terms carefully, as your use or access to our Services or Platform, with or without payment and with or without subscription, shall be evidence of your acceptance of the Terms and your agreement to be legally bound by the same.

When using services offered through third party service providers, such as email, you will be subject to Terms posted by these third-party service providers. Registration for any of our Services or Platform signifies your agreement to those additional Terms.

Communication

We may amend Our terms and policies at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you via our Platforms.

You consent to receive and accept communication from us including e-mails, text messages and calls. You may opt out of receiving those communications by following the opt-out options in those communications. You acknowledge that opting out of receiving communication may impact your use of the Platform.

Neurms Account

You must create an account on the Platform to access the Services. You shall be responsible for any activity initiated on your NeüRMS Account and the safekeeping of your NeüRMS Account details once it is created.

Immediately you become aware of any breach of your NeüRMS Account, you will notify us and work with us to remedy the breach. We reserve the right to suspend or deactivate any NeüRMS Account where it fails to comply with these Terms.

You may cancel your account at any time based on the offboarding process of NeüRMS.

We shall be responsible for adjudging any dispute relating to the ownership of a NeüRMS Account between Retailers. We reserve the right to take any decision we consider appropriate to settle such dispute and such decision shall be final and binding on the parties.

Subscription Fee

You shall be liable to pay a subscription fee as consideration for your NeüRMS Account (as well as any applicable taxes) recurring on a monthly or annual basis, depending on your subscription option. The first subscription fee shall be payable and deductible at the end of the stipulated trial period.

Subsequent subscription fees shall be payable monthly or annually on the anniversary of your first subscription or at the end of a transaction cycle.

You may cancel your account at any time based on the offboarding process of NeüRMS.

Subscription fees shall remain payable until You disable or deactivate your NeüRMS account.

Additional Services

Where a Retailer indicates interest in or requests for the use of the hardware component of our services (such as a Point-of-Sale terminal e.t.c), the Retailer would be required to purchase the hardware separately and such purchase would be subject to additional terms of use.

Non Permitted Activities

You Shall not:

• post, send or transmit any material which violates or infringes in any way upon the rights of others;
• perform any act that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conducts that would constitute a criminal offence, give rise to civil liability or otherwise violate any law;
• attempt to modify, reproduce, circumvent, reverse engineer or copy the Platform or interfere with any mechanisms that we deploy on the Platform;
• prevent or disrupt the rights of other Retailers to access the Platform;
• display or upload any content for the sale of any products or services prohibited under Nigerian law;
• use any material or information, including images in any manner that infringes any proprietary rights of a third party;
• upload files or content that contain viruses, malware, worms, corrupted files, or any other similar software or programs that may damage the operation of our systems;
• violate any code of conduct or other guidelines, which may be applicable to any particular service or product;
• violate any applicable laws or regulations.
• use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of Retailers on the Platform or other usage information or any portion of it.

Any conduct by a merchant that, in our sole discretion, restricts or inhibits any other merchant from using or enjoying the Platform is prohibited. Accordingly, no merchant shall use this Platform to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of end users to become subscribers of other on-line information services that are in competition or likely to be in competition with us.

We reserve the right to deny you access to the Services or Platform or any portion without notice for the following reasons: (a) for any unauthorized access or use by you (b) if you assign or transfer (or attempt the assignment) or transfer of any rights granted to you under this Terms of Use; (c) upon a report of your violation of this Agreement or any other policy accessible on our Platforms.

We reserve the right to review posts, feedback, and updates posted to this Website by any User and to remove any materials that are posted for a prohibited purpose, as well as suspend that User.

Change of Information

As part of our KYC, in the event that you change any information provided on the Platform such as, your business name, address, banking information (financial institution, account details, mode of payments, etc), products and services offered, or where a corporate restructuring occurs, you agree to notify us of such change within two (2) days of such change.

We shall not be liable for any loss or consequences that arises as a result of lack of notice

Content

The Services may include certain functionality for providing recommendation, feedback, promotional material (“Content”). You grant us, our subsidiaries, affiliates and successors a transferrable, irrevocable sub-licence to modify, publish and publicly display on and incorporate the Content on the Platform.

You may modify your Content through your NeüRMS Account or by terminating your NeüRMS Account. Your termination of your NeüRMS Account shall not prevent us from keeping copies of the Content for archiving, cached and historical purposes.

We reserve the right to remove your Content without notice or reason and shall not be liable for any loss or damage arising from your Content. We are not responsible for monitoring your Content.

Intellectual Property

All present and future rights in and to trade secrets, patents, copyrights, trade marks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Platform (the “Intellectual Property Rights”) shall vest in us.

All trademarks and service marks, whether registered or unregistered, as well as product names and company names or logos, displayed or mentioned on the Platform are the property of their respective owners. Other than the owner of the intellectual property, no other party can use such marks without the prior written consent of the owner.

Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation of it by us.

Modification of the Terms

We reserve the right to modify these Terms at any time. Such modifications will become part of this Agreement and will be effective once posted on our website. Retailers will be notified of material revisions via electronic mail or via a pop-up or redirection when you log in on our Website.

Nevertheless, we recommend that you visit our website and these Terms from time to time. (Your continued use of our Services following a modification of the Terms means that you accept any new or modified Terms that we come up with from time).

Termination

You may terminate or suspend your subscription at any time. Upon termination, we will deactivate your account and delete all the materials uploaded or transmitted to Us in the course of your use of our Services. Once we confirm termination, you will not be entitled to a refund of any money already paid for any billing period.

We may terminate your subscription at the end of your billing period by providing at least 14 days' written notice to you. Additionally, we may terminate these Terms at any time before the end of a billing period and without prior notice if:

• you are in breach of the terms of these Terms;
• we are investigating suspected misconduct by you;
• you have used the Services in a way that causes legal liability to us or disrupts the use of our Services by other Retailers;

In the event that we limit, suspend, or terminate our services, we will give you the opportunity to export a copy of your Content from our website. However, in the event of violation of the provisions of these Terms or any applicable law, We may decide that we need to take immediate action to suspend your account without notice.

Member Account, Password, and Security

We are committed to safeguarding the privacy of your information. When you sign up for our Services, you must create an account by providing us with current, complete and accurate information.

We have measures in place designed to protect your information against unauthorized access. But be aware that although we endeavor to provide reasonable security for information we collect and process, we recognize that no security system can prevent all potential security breaches; thus, we cannot guarantee the absolute safety of your information.

Please note that you are entirely responsible for any and all activities that occur under your account and you shall promptly notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of third-party access, either with or without your knowledge.

Disclaimer of Warranties

We do not have any control over the goods and services offered on our Platform, neither do we endorse, guarantee or undertake any liability with respect to any product or service sold or offered on the Platform.

You expressly agree that the use of the Platform is at your own sole risk. Neither us, our affiliates nor any of our respective employees, agents, third-party service providers or licensors warrant that this Platform will be uninterrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of this Platform, or the accuracy, reliability or content of any information and service provided through the Platform.

This Platform is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to or implied warranties of title, non-infringement of intellectual property rights, compatibility of any application interface, merchantability or fitness for any particular purpose. No advice, information or opinion (whether oral or in writing) given by us, our affiliates, employees, service providers or consultants shall be considered a warranty of any kind.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE TO THE MERCHANT'S CUSTOMERS IN RESPECT OF TRANSACTIONS COMPLETED ON THE PLATFORM.

IN NO EVENT SHALL WE BE LIABLE TO YOU OR THE END USER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL INCLUDING BUT NOT LIMITED FOR GOODWILL, LOSS OF PROFITS, LOSS OF DATA OR UNAVAILABILITY OF THE SERVICE, EVEN IF A PARTY WAS MADE OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES RESULTING FROM UNAUTHORISED ACCESS OR USE OF THE SERVICES OR YOUR NeüRMS ACCOUNT.

OUR AGGREGATE LIABILITY ARISING OUT OF THIS TERMS (WHETHER IN CONTRACT, TORT, EQUITY) SHALL NOT EXCEED THE FEES RECEIVED FROM A MERCHANT FOR THE PROVISION OF THE SERVICES FOR A PERIOD OF THREE (3) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.

Miscellaneous

Third-Party Links

Third-Party links will take you out of this Platform. The linked websites are not under the control of us and we are not responsible for the contents of any linked website or any link contained in a linked website, or any changes or updates to such websites. NeüRMS provides these links to You only as a convenience, and the inclusion of any link does not imply endorsement by NeüRMS of the third-party website.

Applicable 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 or claim arising out of or in relation to these terms shall be settled by binding, individual arbitration under the Arbitration and Conciliation Act and you hereby expressly waive your right to resort to national courts in relation to any claim or cause of action involving NeüRMS.

You agree that for any Dispute, the claim shall be brought within three months after the dispute first arose; otherwise such dispute would be permanently barred"

Indemnification

You agree to defend, indemnify and hold harmless us, our affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of (a) your use of the Platform in a manner contrary to this Terms, (b) your violation of the rights including but not limited intellectual property rights, privacy, of your customer, supplier or any third party, (c) use of or access to your NeüRMS Account by any third party with your username and password, (d) any transaction for the sale or offer of your goods and services on the Platform (e) breach of any representation or obligations in this Terms.

Entire Agreement

These terms and conditions, together with our Additional terms for Hardware, Payment and Privacy Policies constitute the entire agreement between you and us in relation to your use of our website and supersedes all previous agreements in respect of Your use of our Service. Any rights not expressly granted in these Terms are excluded.