Terms of Service

Effective date: 12 June 2026

These Terms of Service ("Terms") govern your access to and use of Richinei ERP (the "Service"), provided by Richinei Technologies Limited (RC [YOUR_RC_NUMBER]), a private limited liability company incorporated in the Federal Republic of Nigeria ("we", "us", "our").

By accessing, creating an account on, or otherwise using the Service, you ("Customer", "you") agree to be bound by these Terms. If you are agreeing on behalf of a company, organisation, or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

1. Definitions

• "Affiliate" means an entity controlling, controlled by, or under common control with a party.
• "Authorised User" means an individual to whom you grant access to the Service under your account — for example, employees, contractors, or consultants.
• "Customer Data" means all data, files, content, and information that you, your Authorised Users, or your customers / suppliers / employees submit to or process through the Service.
• "Documentation" means the user guides, manuals, and online documentation we publish for the Service, including the help center at /help and any policies linked from this page.
• "Order" means a subscription order or registration that identifies the plan, term, and fees applicable to your use.
• "Service" means Richinei ERP, including the application, website, APIs, integrations, mobile experiences, and supporting infrastructure.
• "Subscription Term" means the period during which Authorised Users may access the Service, as set out in your Order.

2. Eligibility and account registration

You must be at least 18 years old and capable of forming a binding contract under Nigerian law to register for the Service.

You agree to:

• provide accurate, current, and complete registration information;
• maintain and update that information promptly;
• keep your password and access credentials confidential;
• be solely responsible for all activity that occurs under your account;
• notify us immediately of any unauthorised access or use.

We may refuse, suspend, or terminate accounts at our reasonable discretion, including where required by law or in cases of suspected abuse.

3. Grant of access

Subject to your compliance with these Terms and timely payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service for your internal business operations.

You may not:

• copy, modify, decompile, reverse engineer, or create derivative works of the Service except as expressly permitted by law;
• resell, sublicense, lease, or otherwise commercialise the Service except to your Authorised Users for their use within your business;
• circumvent or attempt to circumvent any security, rate-limiting, or access-control mechanism;
• use the Service to build a competing product;
• use the Service to provide a service to a third party other than as expressly contemplated by these Terms (for example, you may not "white-label" the Service without our written agreement);
• access the Service if you are a competitor for benchmarking, performance, or feature-comparison purposes without our prior written consent.

4. Customer Data and your responsibilities

4.1 Ownership of Customer Data

You retain all rights, title, and interest in and to your Customer Data. We do not claim ownership over any data you upload or generate using the Service.

4.2 Licence to us

You grant us a limited, worldwide, royalty-free licence to access, use, copy, transmit, store, modify, and display your Customer Data solely to the extent necessary to:

• provide, maintain, and improve the Service;
• prevent or address service, security, support, or technical issues;
• comply with applicable law or lawful requests by regulators;
• perform analyses on de-identified, aggregated data to improve the Service.

4.3 Responsibility for content and use

You are solely responsible for:

• the accuracy, quality, and legality of your Customer Data;
• the means by which you acquired your Customer Data;
• ensuring you have all consents, permissions, and legal bases necessary to upload, store, process, and share Customer Data through the Service;
• compliance with applicable data-protection law in respect of personal data within your Customer Data, including the Nigeria Data Protection Act 2023, the GDPR, and other applicable regulations;
• the conduct and compliance of your Authorised Users.

When we process personal data on your behalf, our roles and obligations are set out in our Data Processing Agreement at /legal/data-processing-agreement, which is incorporated into these Terms by reference for all customers using the Service to process personal data.

4.4 Acceptable use

You must use the Service in compliance with our Acceptable Use Policy at /legal/acceptable-use-policy (the "AUP"). The AUP is part of these Terms; violating it is a violation of these Terms.

5. Subscription, fees, and billing

5.1 Plans and fees

Fees are specified in your Order or on our pricing page at /pricing. We reserve the right to change pricing, but changes will not apply to your current Subscription Term — only to renewals.

5.2 Billing and payment

• Subscriptions are billed in advance — monthly, quarterly, or annually depending on your plan.
• Payments are processed by a payment processor we designate. By providing payment details, you authorise us to charge the agreed fees.
• All fees are stated exclusive of VAT and other applicable taxes, which you are responsible for paying.
• Late payments may attract late-payment charges at the maximum rate permitted by law and may result in suspension of the Service.

5.3 Trials

We may offer a free trial of the Service. Trials are limited to evaluation purposes and may have feature, capacity, or time restrictions. We may modify or terminate trials at our discretion. At the end of a trial, your account will either be downgraded, suspended, or auto-converted to a paid plan as set out on the pricing page.

5.4 Refunds

Except as expressly required by Nigerian consumer law or as specified in our Refund Policy at /legal/refund-policy, fees are non-refundable. We do not pro-rate refunds for partial Subscription Terms.

5.5 Suspension for non-payment

If a payment is more than 14 days overdue, we may suspend access to the Service. We will give you at least 7 days' notice before suspension. Suspension does not terminate the account; data is retained subject to our retention policy.

5.6 Plan changes

You may upgrade your plan at any time; the change is effective immediately and we will pro-rate the additional fee for the remaining Subscription Term. Downgrades take effect at the start of the next Subscription Term.

6. Term, renewal, and termination

6.1 Subscription Term

The initial Subscription Term begins on the start date in your Order and continues for the period set out there.

6.2 Auto-renewal

Subscriptions auto-renew at the end of each Subscription Term for an equivalent period unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

6.3 Termination for cause

Either party may terminate these Terms with immediate effect by written notice if the other party:

• materially breaches these Terms and fails to cure the breach within 30 days of being notified;
• becomes insolvent, files for bankruptcy, or has bankruptcy proceedings instituted against it;
• engages in conduct that is illegal or that materially damages the other party.

6.4 Termination for convenience

You may terminate at any time by giving notice and, in the case of paid plans, deactivating your subscription. Termination takes effect at the end of the current Subscription Term. We may terminate for convenience by giving 60 days' notice.

6.5 Effect of termination

Upon termination:

• your right to use the Service ceases;
• you must pay all fees accrued through the effective date of termination;
• you may export your Customer Data for 90 days after termination using our export tools;
• after 90 days, we may delete your Customer Data, subject to legal retention requirements.

7. Intellectual property

7.1 Our IP

We own, and shall retain, all rights, title, and interest in and to the Service, the Documentation, our trademarks (including "Richinei" and the Richinei ERP mark), our software, and all related intellectual property.

7.2 Feedback

If you provide us with suggestions, feedback, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use that Feedback for any purpose without restriction or obligation to you.

7.3 Third-party software

The Service may include third-party open-source components, each subject to its own licence. A list is maintained at /legal/third-party-notices and references in the source repository.

8. Warranties and disclaimers

8.1 Our warranties

We warrant that:

• the Service will perform materially in accordance with the Documentation during the Subscription Term;
• we will provide the Service with reasonable skill and care;
• we will not knowingly include malicious code in the Service.

If we fail to meet these warranties, you must notify us within 30 days of becoming aware of the issue. Your sole remedy and our sole liability is for us to use commercially reasonable efforts to correct the issue. If we cannot correct it within 60 days, you may terminate the affected Subscription Term and we will refund any prepaid fees for the unused remainder.

8.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST.

9. Service availability and SLA

We target the availability levels set out in our Service Level Agreement at /legal/service-level-agreement. The SLA includes service credits as the sole remedy for failure to meet the target. The SLA does not apply during scheduled maintenance, force-majeure events, or where downtime results from your acts or omissions or those of a third party outside our control.

10. Indemnification

10.1 By us

We will defend you against any third-party claim that your authorised use of the Service infringes that third party's intellectual property rights, and will pay damages finally awarded against you in such an action, provided you:

• promptly notify us in writing of the claim;
• give us sole control of the defence and settlement;
• provide reasonable cooperation.

If the Service is or, in our opinion, is likely to be found infringing, we may at our option (a) modify the Service to make it non-infringing, (b) obtain a licence allowing continued use, or (c) terminate the affected Subscription Term and refund prepaid fees for the unused remainder.

We have no liability under this Section 10.1 for any infringement arising from:

• modifications to the Service not made by us;
• combination of the Service with materials not supplied by us;
• use other than in accordance with the Documentation;
• continued use after we provide a non-infringing alternative or notice of an infringement claim.

10.2 By you

You will defend us against any third-party claim arising from:

• your Customer Data, including any claim that the Customer Data infringes third-party rights or violates applicable law;
• your or your Authorised Users' breach of these Terms or the AUP;
• your violation of applicable law in your use of the Service.

You will pay damages finally awarded against us and reasonable legal fees, subject to our giving you prompt notice, sole control of the defence, and reasonable cooperation.

11. Limitation of liability

11.1 Liability cap

EXCEPT FOR (A) BREACH OF SECTIONS 4 (CUSTOMER DATA) OR 7 (INTELLECTUAL PROPERTY), (B) PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR (C) AMOUNTS OWED FOR THE SERVICE, EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF NGN 500,000 OR THE FEES YOU PAID OR OWED FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Excluded damages

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FOR FRAUD.

12. Confidentiality

Each party may disclose business or technical information that should reasonably be understood to be confidential ("Confidential Information"). Each party will:

• protect the other party's Confidential Information using at least the same degree of care it uses for its own;
• use Confidential Information only as necessary to exercise rights or perform obligations under these Terms;
• not disclose Confidential Information except to employees, contractors, or agents bound by similar confidentiality obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully received from a third party without confidentiality obligations, or was independently developed without use of the disclosing party's Confidential Information.

13. Force majeure

Neither party is liable for any failure or delay in performance to the extent caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, pandemics, internet or telecommunications outages, denial-of-service attacks, or third-party service-provider failures. The affected party must notify the other promptly and use reasonable efforts to resume performance.

14. Governing law and dispute resolution

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to its conflict-of-laws principles.

14.1 Informal resolution

Before filing a formal dispute, the parties will first attempt to resolve the dispute by good-faith discussion, escalating to senior leadership of each party if needed, for a period of at least 30 days.

14.2 Arbitration

If the dispute is not resolved within the 30-day period, either party may refer the dispute to binding arbitration under the Arbitration and Mediation Act 2023 of Nigeria. The arbitration will be conducted in Lagos, Nigeria, in English, before a single arbitrator agreed by the parties or, failing agreement, appointed by the Lagos Chamber of Commerce International Arbitration Centre.

14.3 Exception for IP and confidentiality

Either party may seek injunctive or equitable relief in court for breach of intellectual property rights or confidentiality obligations without first complying with the dispute-resolution process above.

14.4 Jurisdiction

Subject to Section 14.2, the courts of Lagos State, Nigeria have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

15. Miscellaneous

• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign without restriction to an Affiliate or in connection with a merger, sale, or reorganisation.
• Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements.
• Modifications. We may modify these Terms by giving you at least 30 days' notice by email or in-app banner. Continued use after the effective date constitutes acceptance. Material changes that reduce your rights or our obligations require your express consent.
• Severability. If any provision is held invalid, the remainder of the Terms remains in effect.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Notices. Notices to us must be sent to richineitechnologies@gmail.com. Notices to you will be sent to the address associated with your account.
• Independent contractors. The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
• Survival. Sections 4 (your data), 7 (IP), 8.2 (disclaimer), 10 (indemnification), 11 (liability), 12 (confidentiality), 14 (governing law), and any other provision intended by its nature to survive, survive termination.

Contact

Questions about these Terms?

Richinei Technologies Limited No 255 Mbiama-Yenagoa Road, Amarata, Yenagoa, Bayelsa State, Nigeria Email: richineitechnologies@gmail.com Phone: 08077423899 Website: https://richinei.com

Last updated: 12 June 2026